X-Men: Standing Guard
by 66Dragon
Summary: Rogue & X-23 work for the Sentinel Project, a mutant hunting organization. Professor X leads the X-Men into battle against Magneto & his Brotherhood. Pres. Hank McCoy tries desperately to secure peace between mutants & humans. A series full of plot twists, cliffhangers, & epic adventures! Rated (M) for sexual themes, violence, language, and dark material.
1. Quickie Q&A

**A Reply to Fan Questions****:**

**A lot of people have been asking questions about the Sentinel Project and why Rogue and X-23 are working for them. Explanation?**

_To start off, let's explain what the Sentinel Project does and its history. A week after Hank McCoy was sworn in as President of the United States (roughly a year before Ep. 1), citizens of Limbo came to Earth looking for worthy gladiators for their television shows. The X-Men (Jean Grey, Cyclops, Charles Xavier, Erik Lensher, Emma Frost, Ororo Monroe) battled and defeated these people and saved New York, but also revealed both the existence of mutants and their identities as mutants. President McCoy and Vice President Edward Kelly quickly split on the matter, McCoy being pro-Mutant and Kelly anti-Mutant. _

_Originally President McCoy would have done nothing in the face of "the mutant threat". After a mutant (Gambit/Remy LeBeau) got in an...explosive fight with New Orleans police, McCoy was forced to form a government program that could hunt down mutants and detain them. Gambit was their first prisoner. The prime purpose of the Sentinel Project, headed by Secretary of Defense Bolivar Trask, has evolved to, after the discovery of a mutant, tracking them down, determining their powers and also their threat level. To do this, the Sentinel Project needed mutants._

_Their first recruit, recently detained by S.H.I.E.L.D., was X-23, an assassin created by HYDRA. She was a clone of Wolverine (who, as of Ep. 4, does not know she exists) and a readily trained soldier. X-23 was a good soldier, but the Project still needed the human element. Rogue was caught shoplifting food to eat and basically blackmailed into joining the Project. _

_Now, as to why the two stay:_

_X-23:__ Prior to Episode 2, X-23 stayed on because she was a good soldier. She never questioned her superiors, only doing what she was instructed. Now she stays because Rogue, the closest thing she has to family, is there._

_Rogue:__ Rogue at first stayed because she had to (the blackmail). When she and Gambit fell in love, that became her primary purpose for staying._

_Rogue and X-23 do _not_ know what happens to the mutants they evaluate. In reality, those not considered a threat are redirected to Nick Fury who sends them to Professor X. Those who are considered dangerous are detained quietly and sorted: those to be kept in prison cells, and those to be disected and studied to prevent mutants._

_Big changes are coming though! Look for a huge shift at the end of Episode 4, some forboding in 5, and huge secrets to be revealed in the mid-season finale that may, or may not, cost a hero their life. _

**Why is "Character" this race, or, Why do they have this power?**

_The simple answer is because I want to. Some characters I stick close to the comics for (Jean Grey, Scott Summers), others I like to shake up and vary a bit (Kitty having the ability to travel through time, or turn invisible; also, X-23 gets a pretty cool non-comic ability soon). So don't panic. If you have questions, ask me!_

**Couples**

_Hee hee hee! I know a lot of you are asking for this character to hook up with that one and etc. To clarify a bit:_

_-Bobby (Iceman) and Kitty (Shadowcat) were a couple off-screen_

_-Kitty's hooking up with a fan-favorite in Episode 4 (guess! guess!)_

_-Rogue and Gambit have an on-again, off-again relationship_

_A lot of you have asked about X-23 and Hellion. I just want to say that I'm not throwing all my cards on the table at once, it's a bad move. (Ask Gambit, he knows). I can guarantee that many more mutants will be joining the X-Men (and Magneto, as well as a few _other_ baddies) next season. I have a total of three seasons planned out and a lot of stories to write. I can guarantee that the following mutants will _NOT_ be appearing in Season 1 of X-Men: Standing Guard_

_-Hellion_

_-Angel_

_-Mr. Sinister_

_-Quicksilver_

_-Magik (Cameo of one of 'em coming Ep. 4)_

_-Jubilee_

_Now, some of these characters I _can _confirm for Seasons 2/3, others... Well, you'll just have to find out! Hellion, Angel, and Sinister are all Season 2 characters, the rest you can guess about. _

**Anymore questions? Leave them below and I'll do another one of these in a few weeks. If you haven't read X-Men: Standing Guard (if so, why are you here?) check it out, and please leave a review so I know three things:**

**People are actually reading it**

**People enjoy/dislike it**

**What I can fix and what you want to see**

**Also, if you want the latest update on X-Men: Standing Guard, check out my profile, and for round-the-clock updates, subscribe to my twitter! (Link on my profile).**

**Thanks for reading, thanks for the questions! **

**66Dragon**


	2. S1E01 Pilot

**X-Men: Standing Guard  
Season One, Episode One  
"Pilot"**

_New York City  
September 23, 12:07 EST  
-*_

It was a bright and sunny summer day in New York City. The bright yellow sun and clear, baby-blue sky seemed to radiate happiness down on the busy city. The waters surrounding New York were glistening in the sunlight, seeming more like fluctuating mirrors than pools of water. Families were out on their boats and in the park, enjoying the warm sun and the delicious ice cream being passed around.  
Inside the city, the streets were bustling. People ran about, performing odd tasks for their jobs, rushing to and from lunch. The concrete made the already high temperatures even higher and caused wealthy men in fine suits to curse the weather and wish it would rain while others enjoyed the perfect summer weather.  
On the outskirts of the city, close to the water, was a little café that was nearly empty. It was small and cozy, with an unlit fireplace in one corner, many armchairs spread about, and books stacked higher than the people in the chairs in places. A round man who looked as if he should be in the Italian restaurant downtown was wiping the counter and sneaking finger-fulls of the icing from the back of the carrot cake on display. A white rug adorned the floor to the level of the doors and about three feet away from the eating area. Old, rickety bookcases stuffed with books in odd shapes looked as if they were about to topple over on one of the people sitting and reading.  
One of these readers was chilling in a sleeveless hoodie and jean shorts. His hair was short and spiky and rather dark. His blue eyes looked like icicles. He was sitting sideways in the chair, his legs dangling over one arm, his head on the other. He had a stack of books next to him on evolution, glaciers, winter tundras, and the most recent book by Doctor Jean Grey on mutants.  
As he was sitting there, someone walked up behind him and sat across from him. It took a cough from the person for the boy to even realize someone was there. He looked over the top of his book and straightened himself in his chair when he saw the person sitting across from him.  
The girl was about his age, nearing the end of her high-school days. She was about 5'3" and very beautiful. Her red hair was short and spiky with a white streak in the front which she had tucked behind her left ear. She was dressed in tight, dark skinny jeans and a long-sleeved dark green top without the shoulders, showing the straps of her black tank-top. Her eyes were a strange dark green and seemed to mesmerize the boy.

"Hi," the girl greeted, extending her gloved hand to the boy. "I'm Anna."

The boy shook her hand in a detached and dazed way. "I'm Bobby, Bobby Drake."

"Nice t' meet you, Bobby." Anna replied. Her southern accent became very obvious and only increased her attractiveness to Bobby.

After a moment of silence, Anna asked: "So watcha readin' there?"

"Huh?" Bobby asked, yanking himself into reality. He glanced at the book in his hand. "Oh, its a book on mutants and how they get their powers, what they are..." Bobby dropped off, seemingly embarrassed.

"Isn't the woman who wrote that a mutant too?" Anna asked.

"Is she?" Bobby asked, looking at the cover with a clueless look.

Anna laughed.

Bobby's face turned bright red.

"So what's your interest in mutants?" Anna asked.

"Uh, just curiousity..." Bobby said. He cocked an eyebrow. "What's yours?"

"None." Anna replied with a smile.

"Then why'd you ask about the book?"

Anna leaned forward and whispered. "Who said I was interested in the book?"

At that moment Anna's phone buzzed. She glanced at it before standing.

"Sorry, Bobby," She said. "I've got to go."

She kissed him on the cheek and ran off. Bobby rubbed his cheek with a smile before realizing he had no way to contact her and ran out of the shop. Anna was nowhere to be found.

"Anna" watched from a rooftop across the street as Bobby went back inside the cafe.

"So whatd'ya you find out?" She asked her partner.

The other girl on the roof, currently engaged in packing a duffel bag with equipment, was much shorter than her counterpart with long, straight brown hair and brown eyes. She looked around thirteen. She was small and petite. She was clad in black leather with black hiking boots and gauntlets. She always had a scowl on her face and turned to her partner with one.

"He's a cryokinetic." the girl responded, shoving a high-tech pair of binoculars in the duffel. "What did you find out from your little kiss, Rogue?"

"It was more of a peck." Rogue replied. "And he's not dangerous. I doubt he'd freeze a fly if it was annoying him."

Rogue's partner pulled out a radio. "X-23 to Sentinel, target is cryoknetic, threat level 1."

"Roger, X-23," a scratchy voice came over the radio. "Return to base."

X-23 dropped the radio in the bag and slung it over her shoulder. "Let's go."  
_-*  
Xavier Institute, Lower Levels  
September 23, 15:09 EST  
-*_

Xavier leaned down and picked up a spare computer chip, plugging it into its place.

"Kurt, would you hand me the photon-particle accepter please?" Xavier asked, holding out his hand while keeping his vision settled on the bundle of wires hanging beneath the desk.

A loud bang was heard, like a gunshot, and Xavier felt the weight of his desired piece land in his hand. He went to plug it in and sat up suddenly.

"Kurt! This is a psychic patch. I said a photon-particle accepter. I'm trying to _find_ mutants, not kill them all!"

"Sorry, Provessor!" The blue-skinned mutant responded. "I'm not tat good vith computers."

"It's all right, Kurt." A new voice said. "Charles here has been working on this for so long, I doubt even he could tell the difference between an accepter and a linker."

"Erik, do you mind handing me a—" Charles felt the weight of the proper accepter in his hand as Erik levitated the piece to him. "Thank you." Charles ducked beneath the console again.

"Kurt, you can go outside with the others, I'll help Charles." Erik said. Kurt nodded and teleported away.

Charles Xavier was an old, balding man in his late sixties. He was wearing a black sweater with a tan jacket over it. His pants matched his shirt and his shoes his jacket. His eyes were lit with a blue light that seemed to be from another dimension. He managed to put together a very complicated piece of circuitry from his wheelchair.

Erik Lenscher was as old as Charles. He was tall and still standing strong. His hair was grey, leaning on white and his cold, gray eyes seemed to scan the room for something special. Erik was dressed in a maroon sweater and black trench coat. His pants and shoes were as dark as his trench-coat. He levitated a wrench to Charles.

"Thank you, Erik." Charles' voice came from beneath the console.

"How much longer until Cerebro is done?" Erik asked, looking around the gargantuan, silver room molded in the shape of a dome.

"Only a few more days and it will be fully operational." Charles responded.

"Good," Erik responded. "Then you can take a break and come outside with me."

"Too busy." Charles responded. "The faster I get this up and operational, the faster we can get to the mutants out there."

"Charles," Erik said in a tone that made his friend sit up in his wheelchair. "How about coming and checking on the mutants you _already_ have, old friend?"

Erik wheeled Charles onto the large deck on the front of the Xavier Mansion. The building was tall and rustic, looking more like a state's capitol than a home or school. The front yard was about the size of several square city blocks. It was all green grass with a very nice gravel path leading from the porch and driveway to the gate. A fountain sat in the middle of the path near the porch.

Children were running around the front yard throwing balls, racing, shooting at each other with water guns. They were all mutants, they were all X-Men in training. Charles turned. Off to the side of the yard, some of his older students and full-fledged X-Men including the Summers brothers Havok and Cyclops as well as Jean Grey and Storm were messing around with their powers. Jean was scooping up balls of dirt with her psychic abilities and tossing them in the air for the Summers to aim and fire at. Storm was mixing up the battle by using wind to knock the dirt off course.

Charles smiled. "What a wonderful school we have here, what wonderful students."

A woman with white hair leaned out of the front door. "Professor, we're detecting a new mutant signature."

Charles sighed and wheeled himself inside. He rolled into the elevator with Erik and Emma Frost, descending with them to the lower levels he had just come from.

Emma Frost was a beautiful woman. She had a beautiful figure that looked as if it belonged to a model. Her hair was long and curly, a clear white. Her eyes were as clear as a diamond. She was dressed in a simple white tee and regular jeans. The doors opened and she followed Charles out of the elevator to the communications room.

The hallways in the lower levels were made of a shiny metal and illuminated by bright blue-white lights. Both pieces looked as if they were from the same dimension as Charles' eyes. The Communications Room itself was the home of Forge, a Hispanic mutant with the ability to "talk" to machines. The walls were black, sleek metal and the lights were more electronic and dark blue than the rest of the Institute. Wolverine was on the large screen in the middle of the room.

"Good to see you, Logan." Charles greeted as he entered the room.

"Good to see you too, Chuck." Logan replied. "Hey, just wanted to drop in and let you know S.H.I.E.L.D. just got the location of another mutant from the Sentinel Project."

"Ah, yes." Erik said dryly. "How nice of President McCoy."

Charles glanced a warning glance at him before turning back to Logan. "Continue."

"Right," Logan said in his usual gruff voice. He looked at a pad in front of him and scratched his head. "Uhh…likes cars…wuss…"

Emma Frost sighed a breath of cold air into the room.

"May I see the document, please, Logan?" Charles asked politely, but tired.

"Yeah, sure." Logan said, shoving the paper at the screen.

"Move it back a little please, Logan." Charles said. He maneuvered the paper to a point where he could read it while Magneto and Frost looked on extremely frustrated.

"He's a cryokinetic who is confused of his powers and is looking for somewhere to stay."

Logan scratched his head.

"He's a confused little mutant who can control ice."

"Ah"

"And he's a perfect candidate. Ms. Frost, if you'd be so kind as to get the Blackbird ready and summon Jean and Scott, we're going to New York City."  
_-*  
New York City  
__September 23rd__ , 15:49 EST  
-*_

Bobby was walking down the street, kicking a coke can as he walked. He had his hands in his pockets and his hoodie pulled over his head. He sighed and looked up into the sky, thinking about the girl he had met earlier. What was her name again? Ah, Anna.

The hairs on the back of Bobby's neck stood straight up. He looked behind him. There was an odd group sitting at a café table nearby. One was an old, balding man in a wheelchair wearing a tan jacket and black sweater. Sitting at his side was another old man dressed in maroon and black with a dark hat covering his face. Across from the older men sat two others. Both looked like they were just out of college and so obviously a couple Bobby would've made kissy motions at them had he not been concerned who they were.

The first was the strong, built man wearing jeans and a polo shirt. He had a watch on his wrist that flashed in Bobby's direction as the sunlight hit it. His brown hair blew slightly in the city wind, but still managed to look organized. The most notable feature about him was his sunglasses. They were as red as his girlfriend's hair.

Speaking of the only female at the table, Bobby could only describe her as _gorgeous_. She was only sporting a green shirt with a shoulder hanging down and jeans, but it didn't make her any less attractive. As soon as she noticed him looking at her, she turned and whispered something to the bald man. He nodded, closed his eyes, and Bobby thought he had gone to sleep.

Things seemed to slow down around Bobby. People who had been running before were now frozen in mid-air. A bicycle rider who had hit a curb and was in the middle of his crash was frozen vertically in the air. The four at the table didn't freeze though. The man in the wheelchair smiled and gestured at the fifth chair at the table. Bobby hesitated, looking around, but cautiously joined the four at the table.

"Hello, Bobby." The balding man said. "I'm Charles Xavier. This is Erik Lenscher, Jean Grey, and Scott Summers."

"Summers?" Bobby asked. "Like the mutant?"

"Yeah." Scott interrupted. "The one and only."

"The truth is, we're all mutants." Charles said. "We know you are too."

Bobby stood up from his chair, knocking it over onto the concrete. It made a clanking sound the startled Bobby. He'd never heard anything like it in the bustling city. He looked back at the four at the table.

"Relax, Bobby. We're not here to hurt you. We want to offer you a…scholarship if you will."

"What?" Bobby said, completely clueless.

"Tell me, Bobby." Charles asked, turning his wheelchair to face the young man. "Have you ever heard of the Xavier Institute."

"No." Bobby replied. "What is it?"

"It's a school for people with special gifts. People like us."

"In short," Erik cut in. "It's a school for mutants."

"What do you want with me?" Bobby asked.

"We'd like to extend an invitation for you to come join us."

"There are many more like you, Bobby." Erik cut in once again. "All of us mutants, all of us able to exist in public without humiliation, without fear of mistreatment."

"How do I know you're not from the government?" Bobby asked. "Or a mutant-hater group? How do I even know you're mutants? Other than you two." He added the last sentence after looking at Scott and Jean.

_'Mutant haters wouldn't invite you to a school, Bobby.' _Jean's voice echoed in his mind. He turned and looked at the smiling red-head.

"The simple truth is we're not forcing you to come with us. If you want to come to the Institute and live with other mutants, train with other mutants, you can."

"Let me guess, that's my only other option. It's that or be hunted in the streets?"

"Yes." Erik replied firmly and coldly.

"No," Charles said, holding up a hand to Erik. "Your powers haven't fully evolved yet. I estimate you could remain invisible to the public eye for a few years with some luck. However, you would never know how to use your powers to their full potential."

Bobby was silent.

"What will your parents do when they find out, though?" Charles asked.

"What?" Bobby asked suddenly.

"You haven't told anyone you're a mutant, have you?" Erik asked. "You're afraid of what they'd think of you."

Bobby nodded. "I'm not sure what to think of this…this curse." The boy looked at his hands, smoking in the summer heat.

"Bobby," Charles said, wheeling next to the boy and leaning down to look into his eyes. "Mutants are not cursed. They are gifted."

Charles wheeled to the exit of the café, Jean, Scott, and Erik joining him.

"Consider what we said." Charles added. "If you decide to join us at the Institute…Jean? Our card?"

Jean pulled a card out of her purse and tossed it at Bobby. It stilled itself in mid air and zoomed gracefully to him.

"X-Men, let's go."

Bobby looked at his card as the crowd unfroze and resumed their journeys through life. In the distance Bobby heard the biker yell in pain.

"Wait!" Bobby exclaimed. Charles Xavier and his X-Men were already gone.

"At least I got their phone number…" Bobby muttered to himself.

The waitress dropped a check at his table.

"Are your freaking kidding me?!" he demanded.  
_-*  
Project Sentinel Main Headquarters  
September 23__rd__ , 20:19 EST  
-*_

Rogue strode down the dimly lit and militaristic hallways of the Sentinel Project. The Sentinel Project had been formed by President Hank McCoy as the first action of his first term as President of the United States. As much as the President would have liked to leave mutants alone, he did realize that there were mutants out there who would use their powers for personal gain and needed to be taken down. The Sentinel Project was headed by Secretary of Defense Bolivar Trask. Rogue didn't like the man much, but she supposed she didn't need to. As long as she was the one they weren't taking steps against, she was fine with dealing with Trask occasionally.

The mutant who had forced McCoy to form the Sentinel Project in the first place was Gambit. No one could quite understand his powers, but he seemed to be able to make anything explode. Not a bad gift if your father put you up to robbing banks and taking out rival crime syndicates. He had been detained and was still at the Sentinel Project.

Rogue swiped her access card and dismissed the guard from his duty.

Gambit was a Louisiana boy, someone Rogue easily related to. His father was one of the largest gangsters in the Deep South. Daddy Gambit loved mutants for one reason and one reason only: for their abilities to make him richer and more powerful. Gambit had explained when he was younger, his father didn't care much for him 'cause he was a scrawny boy. As soon as Gambit developed his X-Gene however, his father immediately wanted "quality time" with his son. Gambit eventually broke off from his father and struck out on his own. It was a month before the Sentinel Project got him.

What Rogue most liked about him as she strolled the halls towards her destination, was he was someone she could relate to. She'd had parent issues, issues with being used. Her story was very similar to Gambit's; at least it was similar to the story she coaxed from it.

It also helped she thought he was _hot_.

She had arrived at her destination.

"Hey Cardshark." She called.

"Chere!" Gambit replied in surprise from his bench. He had been shuffling a deck of (processed and non-explosive) cards. When he saw her he sat up straight.

Gambit had red-brown hair that looked like it had been dropped from the heavens onto his head, flowing down in all directions. He never seemed to need to cut it. His goatee was neatly trimmed too. Rogue didn't know how he did it, but she had her suspicions.

Gambit's hair wasn't the only un-natural feature about him. His eyes had scared Rogue at first. Black eyeballs with red pupils, she had thought he was a demon at first, not a mutant. He had won her over with his charm though. He had been stripped of his "uniform", as he called it, when he was detained. He wore a blue T-shirt and jeans. He had been working out, seeing nothing else to do while he was imprisoned.

"What are you doing here?" he asked, tucking the cards away and walking towards the cell door.

"Wanted t' see how you were doin'. I was afraid you'd done gone and busted outta here, left me all alone."

"Oh no, my dear Rogue. If ever I break out, I'm taking _you_ with me." Gambit responded, gripping the bars. They were supposed to be electrified, but Rogue had disabled it. She did have a remote activation switch in her back pocket just in case though.

Rogue giggled a little.

"I've had some exciting adventures in this little cell of mine," Gambit said sitting in a chair, folding one leg over the other and his hands behind his head. "But what have _you_ been up to, Chere?"

This was Rogue's release valve. Everyone needed one. For some people it was writing, jogging, television, food. For X-23 it was some hard training sessions in the gym. Rogue came here when she needed someone to talk to. Gambit always listened (and actually listened!) and talked about things with her. He made jokes about his grand plans once he broke out, but Rogue never took him seriously. Unintentionally, the two had fallen for each other. Their relationship wouldn't be tolerated by Trask if he found out though, so she always made sure to tip the guard an extra bit to keep quiet she had ever been there.

And Rogue kept on talking about her day.  
_-*  
New York City  
September 23__rd__ , 22:39 EST  
-*_

Bobby walked down the street. He looked at the card Xavier had given him. He tucked it into his pocket. He couldn't call them. He couldn't go to the Institute. What if his parents found out he was a mutant? He couldn't imagine his perfect parents and his perfect brother's reactions if they discovered their oldest son was

"a…a mutant?!"

The sound of his mother's voice resonated in his head. He sighed and stopped walking, standing under a light. What was he going to do? He had unintentionally stopped in front of his parents' house. He pulled out his phone to call Xavier and see if he had a cover story for the Institute when someone snatched his phone right out of his hands and ran away.

"Hey!" Bobby yelled. "Hey come back!"

The man kept running and Bobby darted after him. "Give me that!"

The man ducked around another corner.

"I'm warning you!"

The thief made his mistake, darting down an empty street. Bobby looked around to make sure no one was watching. He rubbed his hands together and pointed them at the thief. He breathed on them and a ray of ice shot from his hand at the thief. Ice wrapped around the man's legs and he tripped, falling to the ground. Bobby ran and dove, catching his phone and sliding on a piece of ice as he made sure it was still operational.

Unfortunately his last shenanigan had been noticed by a passing police car. Lights flashed and a brief burst of the siren brought the squad car to Bobby's location. The driver ran and body-slammed Bobby into the ground while the other pulled his gun.

"Yeah, we got you mutant thief!" the first officer yelled.

"What?!" Bobby exclaimed. "I'm not a thief! That guy stole from me! That's my phone! I was just trying to get it back!"

"Sure, sure!" the officer replied, struggling to put the handcuffs on Bobby.

"Hey, Dave? This one's face is all busted up!" the other officer yelled, looking at the real thief.

"So you mugged him? When is enough going to be enough? When will someone do something about you mutant freaks?"

"I'm not a freak!" Bobby growled through gritted teeth. "And I'm not a thief!"

The officer slammed Bobby's face into the ground. "Shut up mutey."

Bobby growled, then yelled. A wave of frigid air burst from his body and sent both officers flying back. Bobby froze the handcuffs, shattering them against the brick wall.

Both officers stumbled backwards, pulling their guns and firing at Bobby. He walked towards them, raising an ice-shield to block the bullets.

"F-Adam 12 to dispatch! We have a mutant attacker! Can control ice and is _very angry_! Get the Sentinel Project out here now!"

The first officer ran out of bullets. Bobby exchanged his shield for a baseball bat. He raised it to hit the cowering man when the bat was shattered by a bullet. Bobby looked up at the second officer.

Bam!

Bam!

Bam!

Bam!

Bobby knocked all four bullets out of the air with ice. A fifth shot was fired. Bobby aimed and fired at it, but somehow missed. He suddenly felt the world spinning around him. The lights from the police car were blinding, the siren ear-piercing. He fried the whole car with ice. His shoulder felt numb and he looked at the blood leaking from it. In the distance, more police cars. Bobby yelled in pain and ran off. The second officer fired, but his gun was empty.

"F-Adam 12 to dispatch. Target is wounded and headed east on Burnley Street around the Ellis Subdivision!"

Bobby stumbled into an alley, clutching his shoulder wound. He picked up his phone, which he had somehow managed to keep a grasp on during his fight, and dialed the number he had memorized from Xavier's card. He sat down against the alley wall between two trash cans, hiding himself as best he could. The phone rang and the weak boy pressed it up against his ear.

"Hello?" a foreign voice answered.

"Please help me." Bobby gasped out before losing the strength to hold the phone to his ear.  
_-*  
Xavier Institute  
September 23__rd__ , 22:45 EST  
-*_

Charles was sitting in the living room with Storm, Erik, and some other students watching the news, reading books, playing board games when Forge darted into the room, his mechanical leg clanking.

"Charles?" he asked breathlessly.

"Forge? What is it?" Charles asked, setting his cup of tea down on its saucer.

"Someone called, asking for help. I've located the call. There was an incident nearby involving a cryokinetic and the police, both parties are wounded.

"Bobby!" Jean exclaimed.

"What do you mean 'injured'?" Erik asked slowly, angrily, standing up and clenching his fists.

"One of the officers shot him in the shoulder."

"His wound may be life threatening, then. X-Men, let's go!"

Bobby woke up some time later. He felt rather warm. His shoulder was still numb, but not in the same way. Yellow lights blinded him when he opened his eyes, but he grew accustomed to it. He turned on his good side and looked at the people next to his bedside. Charles Xavier, Jean Grey and Scott Summers, as well as a Mexican dude with a metal leg and a girl a little younger than him with brown hair in a ponytail and crystal-blue eyes. Standing a little behind them was Erik Lenscher and a man with sideburns, a funny hair style, and a gruff mean look in his eyes.

"Hello, Bobby." Charles greeted.

"Hey, where am I?" Bobby asked weakly.

"You're at the Xavier Institute." Charles replied. "You called Forge here for help." Charles gestured at the metal-leg man who waved.

"What about my parents? The police?"

"The police were ordered to stop looking for you by my friend Wolverine here." Charles gestured at the funny hair man who grunted in response. "I've also fixed their memories so that they will never be able to put a face to a name, and given them the true version of the incident. They've arrested the real thief and are stating you were a victim."

"Thank you." Bobby said.

"As for your parents, we've informed them you accepted our offer to the Xavier Institute. That is, assuming you will?"

"Do my parents know I'm a..."

"Mutant? No. They do believe however, that you are an exceptionally gifted young man going to a very elite private school and they are very proud of you." Charles responded with a smile.

"You didn't tell them what I was?"

"Not what, who." Charles corrected. "And that is your decision and your decision alone to make."

"So will you stay?" the brown-headed ponytail girl asked.

Bobby smiled. "Yeah, I think I will."

"Excellent," Charles responded. "I'll have Kitty arrange your room for you. We can go pick up your personal affects tonight. You get some rest. You're in good hands here."  
_-*  
__Project Sentinel Main Headquarters  
September 23__rd__ , 23:56 EST  
-*_

"He's harmless?!" Trask exclaimed. "He just attacked two police officers and mugged someone!"

"That ain't the reading I got off o' him when I came in contact with 'im!" Rogue exclaimed.

"Well your reading was wrong, Agent Rogue!" Trask yelled. Rogue wiped the spit off of her face with a defiance that well fit her name.

"Sir, is it possible you aren't getting the full story here?" X-23 asked.

"What are you implying, Agent X?" Trask demanded, turning to her, spit flying on her face as well. X-23 didn't move to wipe it off. She remained straight, cold, and resolute.

"I trust Rogue with my life, sir, as do many people here. If she didn't get that type of reading off of the boy, then maybe the story got mixed up. It isn't the first time someone's gotten something wrong when dealing with mutants."

Trask growled. He straightened up and listened to a report coming from his earpiece. He glared at X-23 before dismissing both of them with another growl.

As soon as the two girls were out in the hallway, X-23 wiped the spit off of her face.

"Thanks." Rogue whispered.

"For what?" X-23 demanded.

"For standin' up for me in there." Rogue replied.

X-23 paused. "I don't like Trask."

Rogue laughed softly. "Me neither." She wrapped her arm around X's shoulders. "Come on "Agent X", let's go raid a 'fridgerator."  
_-*  
Xavier Institute  
September 24__th__ , 00:36 EST  
-*_

"Can't sleep Erik?"

"No."

"Why not?"

"I can't stop thinking about those humans' treatment of mutants."

"That's only some of them, Erik. There are plenty of good humans out there, just like mutants. There are those of us who use our powers for good, and others for personal gain."

"But shooting a seventeen year old kid?" Erik demanded, turning in his seat at the kitchen table. "Just because he's a mutant?"

"I understand your frustration, Erik. I feel it too. A burning anger against those who treat us the way Bobby was treated tonight. We can't let it consume us, Erik. We must rise above it and prove that we have it in us to be the better man."

"We already are the better man." Erik replied.

There was a moment of silence in the dim kitchen between the two friends.

"I'm not alone, Charles." Erik finally said. He said it softly, though, as if he were revealing a secret too dangerous for anyone else to hear. "Others think as I do."

"Erik! We can _not_ afford to think that way!" Charles exclaimed, leaning on the table. "If we attack the humans first, then we are the guilty party! We are _giving them permission_ to mistreat mutants everywhere!"

"If we do not strike first, Charles! We will be wiped from the face of the Earth!"

"I have a personal assurance from President Hank McCoy that—"

"What about the President after McCoy? Or if that blasted Edward Kelly gets the Presidency? Then what Charles? Will you sit back and watch as they seize the students from your own home?"

Charles' entire tone changed. He had a serious, grave look that Erik had only seen him with few times. "I pity the poor soul who comes here looking for trouble."

Erik stood up. "We debate this too long, Charles. We are our own political system. We must act now! I will strike against the humans, with or without you. However my dear, old friend, I hope that you are with me."

Charles sighed. "You know I can not do that, Erik."

"Then I will end this war by myself, old friend."

"Erik! Please consider what you are doing! Consider the reprecussions!" Charles begged.

"I have considered long enough." Erik replied. "I must do this, Charles."

Erik made it to the kitchen door.

"Erik!" Charles called sadly, regretfully.

"Yes, Charles?"

Charles looked up with tears in his eyes. "You realize I will defend the humans against any attack. I still have _hope_ for them."

Erik's face set into a determined look. "Then the next time we meet, old friend, it will be on the battlefield."

Charles nodded. Erik left.

A large group of students followed Erik Lenscher out of the Xavier Institute into the darkness. Charles knew he would never see his old friend again. He rested with that thought, lying his head on the table and falling asleep.

**X-MEN: STANDING GUARD**


	3. S1E02 Sizzling Rich

**AN: I want to thank everyone who has left support on this series so far. You have no idea how much your comments encourage me to write. I also want to ask everyone who reads this to leave their comments below, as aforementioned, feedback helps me enormously.**

**I leave updates about the series on my profile page including descriptions of upcoming episodes, notifications about delays and release dates, as well as other general news.**

**Thank you and please enjoy Episode Two of X-MEN: STANDING GUARD**

Rogue laughed. "Yeah right!"

Gambit acted offended. "You don't believe me, _Chere_?"

"You're telling me you could get out of this base without bein' caught…with only one card?" Rogue asked incredulously, holding up the card in her hand.

"_Oui_!" he replied. "Wanna see?" he asked devilishly, holding out his hand.

Rogue pulled the card back, a wicked look in her eye. She sat for a minute as if thinking before slowly moving the card towards the door. She got almost six inches away when Gambit's eyes flickered with hope and Rogue pulled it away.

"_Merde_! Com'on Rogue!" Gambit exclaimed.

Rogue laughed and moved the card through her fingers like a snake before returning it to her inside pocket.

"Nope. I kinda like my job as double-oh Rogue."

"You're a tricky little _diable, Chere_." Gambit said, leaning back inside his cell.

"Don't you know it." Rogue replied flirtingly. "You wanna know what else I can do?" She asked tauntingly, leaning towards the jail-bars.

"What?" Gambit asked, leaning close to the bars as well.

There was a moment of silence before Rogue moved slightly closer, closer. Gambit closed his eyes and leaned in as well—

"Agent Rogue!"

Rogue leapt back, falling out of her chair and landing on the floor with an "oof!". Gambit stumbled backwards into his chair as Secretary of Defense Bolivar Trask walked down the hallways towards Rogue and Gambit.

"Agent Rogue, what exactly are you doing back here?" Trask asked, looking down on the girl.

Rogue was dressed in skinny jeans, a yellow long-sleeved shirt with a green short-sleeved shirt covering that and a short-sleeved leather jacket. Her hair was pulled back in a ponytail, but her white streak was hanging over her face.

"I…uh…" Rogue froze. She had long since come up with an excuse for seeing Gambit. Trask waited expectantly. Gambit took the field.

"She was taunting me. Of course, she can't get through to _moi_ because I am the master at—"

"Shut up, Gambit." Trask ordered. He turned and walked off. "Get up, Agent Rogue. My office, now."

Rogue stood up and brushed herself off, glancing at Gambit before running off after Trask.

"Sir, I can explain—" Rogue started as she entered Trask's office.

"I don't care why you were in the prison cells, Agent Rogue." Trask replied.

X-23 glanced at her knowingly.

Trask's office was very neat and clean. That was the first thing anyone noticed when they walked in. The walls were made of a darker-gray metal, as were the floors and ceilings. Trask had white lights, four of them evenly spaced, in the ceiling. There were three doors in the room. The one Rogue had just entered from was the doorway to the public hallways and normally wasn't used. If you didn't have an appointment with Bolivar Trask, or he didn't summon you, you entered through the second door, on the right wall. This door led to Trask's secretary's office. She was always busy and quiet. Rogue wondered if Trask was as harsh with her as he was with Rogue and X.

The third and final door led to Trask's personal quarters. No one had ever seen the other side of that door except Trask. He didn't have a wife or kids and he didn't want any. Rogue had heard rumors about what was on the other side of that door: mutant prisoners Trask experimented on in his spare time, an arsenal of weapons and mutilated heads on a wall. Rogue shivered just thinking about it.

While the inside of Trask's personal quarters may have looked like that, his office was brisk and professional. It could have even been cozy or welcoming had he used something other than harsh white lights and cold, dark gray metal.

The room itself was square, about 20 feet wide and eight feet tall. The door Rogue had entered from was four feet from one wall where Trask had placed a bookcase, made of the same cold metal, with "showoff books". There was empty space on his wall until his desk, also made of the dark metal, which sat directly in the middle of the room. It sat firmly on the ground. He had papers, folders, and other office necessities sitting in ordered piles on the top. The inside of his desk was another unexplored region with just as many horrible stories about it as his personal quarters. Behind his desk were two more bookshelves with more books. Rogue wasn't sure if Trask ever read any of them, but they looked more used than the ones at the door. Hanging on the wall directly behind where Trask sat was a picture of some old General. Rogue could never figure out who the man was, and didn't really care.

As Trask sat down in his chair and turned to face the two agents, Rogue estimated that the chair was the only thing in the room that was comfortable and real. It, too, was made of the same cold-metal as the rest of the room, but had black, plush fabric lining the inside where Trask sat.

"I have a very…complicated mission for the two of you." Trask said, placing his hands on the desk. Rogue noticed he had no picture frames, no mementos of a life outside this cold and harsh office.

"Complicated?" X asked.

"Top-secret." Trask said bluntly. "Girls, the mission I'm about to give you will never happen. If you are caught, we will deny anything you say about us."

"If you are caught the secretary will disavow any knowledge of yo'r actions." Rogue muttered. "Hangin' ya out t' dry."

"What was that, Agent Rogue?" Trask demanded.

"Nothin', sir." Rogue replied, standing up a little straighter.

"Good," Trask said, putting on his reading glasses and opening the file in front of him.

Rogue stuck out her tongue at him.

"The mutant we're going after is the daughter of a powerful and rich political family from Nova Roma."

"Nova Roma?" X-23 asked.

"It's a country descended from the remnants of the Ancient Roman Empire." Trask said. "They're very war-like, like an island of Amazons, and we can't afford to upset any of them. Do you understand?"

Rogue muttered an affirmative under her breath and X-23 just stood, straight with her hands behind her back.

"The girl's name is Amara Aquilla, she's thirteen and staying in Derek Bishop's Hotel in New York City. Her father's name is Lucius Antonius Aquilla. We don't have much on the girl as her type keep themselves tightly under wrap."

"Her kind?" Rogue asked suddenly, angrily.

"Nova Roman." Trask replied coldly.

Rogue, who had thought he was throwing an insult at mutants, backed down.

"You two can pick up your new equipment in Tech."

"New equipment? Is our old outdated, sir?" X-23 asked.

"No," Trask said. "This equipment is specially formatted for _this_ mission. It also includes your cover identity, Agent X."

"_Her_ cover identity?" Rogue asked. X-23 herself was stunned, emotion showing on her face for a solid five seconds before removing itself.

"Yes, Agent Rogue," Trask said. "We believe you will be unable to get close to the girl due to your age and…"

"And what?" Rogue demanded.

"And the fact that you're "too American"." Trask finished.

"What makes me too American?!" Rogue practically yelled.

"Your hair to begin with." Trask replied sharply.

"My hair?!" Rogue exclaimed. She grabbed a strand of her white streak. "What's wrong with m' hair?!"

Trask sighed. "Agent X's age and physical appearance make her more acceptable to the Nova Romans than you, Agent Rogue. That's the bottom line."

Rogue's fists were clenched so hard, her knuckles were turning white. X-23 noticed out of the corner of her eye and shifted a leg enough for Rogue to get the message.

"You will be known, for the duration of this mission, Agent X, as Kirika Richards. Tech will brief you more, but you are the niece of Doctor Curtis Connors and staying in New York on a vacation. Agent Rogue will have to train you on how to interact with other people successfully. That is all, dismissed!"

Rogue and X-23 left Trask's office, Rogue closing the door slightly harder than necessary to make a point. She turned to see X facing her with a look on her face Rogue had never seen before.

"You okay?" she asked. "I'm sorry I slammed the door and got so mad in there—"

"Marie?" X asked.

Rogue paused. She had told X her real name long ago, but neither had never used it.

"Yeah?" Rogue asked.

"I'm…" X paused, looking at Rogue, into her green eyes before snapping away and turning around, walking off. "Nothing, nevermind. It's not important."

"X!" Rogue called, darting after her. "What's the matter? You seem kinda…shaken up."

X kept walking. "It's nothing."

Rogue knew when to stop pushing. She walked down the hallway, wondering what could be eating at her friend.

**X-Men: Standing Guard  
Season One, Episode Two  
"Sizzling Rich"**

_-*__  
__Xavier Institute, Lower Levels__  
__September 24, 12:03 EST__  
__-*_

The doors to the elevator hissed open, Jean and Scott walked out.

"We're counting almost a dozen students missing." Scott said. "The other kids don't know what's going on. How's Charles?"

"He's been in there with Cerebro all morning." Storm replied as the couple walked up. "He's in pain, deep pain."

"I can't imagine what he's going through." Jean said.

"How long do you think he'll stay in there?" Scott asked.

"I don't know." Storm responded, glancing at the door behind her. "My guess is at least until lunch time. He won't want to disappoint the children."

Lunch time came, lunch time went. Charles Xavier didn't emerge. In fact, no one saw the Professor until he emerged covered in oil and grease the next day to announce that Cerebro was almost operational. He grabbed leftover sandwiches from the refrigerator as well as a soda and disappeared into his room. The other students were starting to worry. Storm made up an excuse about Charles working on some important project, she refused to make an official announcement about Erik's defection without Charles's permission.

-*  
_New York City_  
_September 25th, 14:00 EST_  
-*

X-23 stood on the rooftop as Rogue walked circles around her, studying her.

"I feel ridiculous." X said.

"Oh, hush. You look fine." Rogue replied standing in front of her, resting her chin in her hand.

"Well?" X asked.

"Kirika Richards", as Trask had named her, was dressed in a dark blue tank-top with a low neckline, a black mini-skirt, elbow-length gothic-looking fingerless gloves, knee-high black leather, heeled boots, a military cap over her straight, brown hair, and a leather, sleeveless jacket. She had earrings (Rogue was scared she would skewer the man piercing her ears) with blue gems on a silver pendant shape hanging from each ear. Multiple rings adorned each hand and Rogue had painted her nails blue to match her shirt. Around her neck she had a choker necklace, black like the rest of her outfit and with five blue gems on the front. On top of that was another, silver chain necklace hanging to mid-chest. At her waist was a large belt mainly for looks.

Rogue had been forced to fit tech into pieces of the outfit. The choker necklace was a microphone linked to Rogue. The left ear-ring was a receiver, its settings adjusted so that only Kirika's super-hearing would pick up what Rogue was saying. The right ear-ring was a microphone so Rogue could hear everything that was going on and help Kirika through the mission. Each ring had a different use. To activate these uses, Kirika needed to press the gemstone three times. One ring would signal an emergency extraction. Another ring signaled Kirika was done with her mission. A third ring signaled that Kirika needed to get away for a minute and Rogue should cause a (discreet) distraction.

"You look beautiful." Rogue said. "If that were in my size, I'd keep it after the mission were done 'cause girl do you look _hot_."

"I don't feel so hot." X replied. She shook her foot. "How do you run in these heels?"

"That takes a lot of practice. If you get in that sticky of'n emergency, you can always slice off the heels with ya claws." Rogue replied. "I suppose I don't need to brief you on your cover and all that?"

"No." X replied, continuing to shift back and forth on each foot. Rogue grabbed each of her shoulders with a firm hand.

"You'll do fine. I have faith in you."

"I…I…" X refused to look Rogue in the eyes at first, but she finally turned her brown ones to Rogue's green. "I'm scared."

Rogue was completely taken back. X-23 was not the type of person to get scared. Rogue leaned down enough that she was eye-level with X-23.

"What're ya scared of?" she asked.

"I've never done anything like this." X replied, looking away again. "I can kill people, I can track them, I can fight them, I can tell them what to do and I can follow their orders, but…make conversation? Gossip? Do…girly stuff? I can't do that, Rogue!"

"Yes, you can." Rogue replied firmly. "You're the strongest willed, most determined and fearless person I know. You can do this."

X looked at her for a moment before reaching up and hugging her tightly. Rogue, shocked for the second time in the same minute, took a second to respond and hug her back.

The two girls embraced tightly for a minute before X pulled away. Rogue slid sunglasses low on X's nose.

"Now get out there and kick ass!" Rogue exclaimed.

-*  
_Undisclosed Location_  
_September 25th, 14:12 EST_  
-*

The air was frigid. Every time Erik breathed, his breath created enough fog to cover a small bay. He didn't seem to mind, though, as he stood at the helm of the cargo-ship. The wasteland before him was ice and snow with harsh, cold winds whipping around, stinging the other mutants in their faces. Many were hunkering down inside the commandeered cargo ship, wondering why on Earth Magneto had brought them to this God-forsaken corner of the world. The captain of the commandeered ship, and only surviving member of its crew, was nervously watching the crimson-clad mutant standing at the helm of his ship.

Erik stood with his eyes closed, face absorbing the cold around him. He felt alive for the first time in years. The ship stopped suddenly. Erik turned and glared at her captain.

"I'm sorry! This is as far as we can go! The ice is too thick!" The captain called, risking the cold to lean out the window and yell over the wind.

"Then this will do." Erik replied. "Come my brothers and sisters! We have arrived at our new home!"

The mutants all filed out onto the deck of the ship, some cursing, other knowingly keeping their mouths shut to absorb as much heat as possible.

"Are you tired of being thrown out in the cold like this, brothers?" Erik began. "This is how we have been treated our entire lives. Why? Was it because we committed some evil? No! It was for the simple fact that we were born different! Are—"

"Are we freezing our asses off? Hell yeah! What are we doing out here, Erik?" someone yelled.

Erik smiled. "You wish for warmth and comfort?"

"Hell yeah! And no more speeches!"

Erik bowed and moved aside as if he were gesturing for someone to pass through an unseen door. Nothing happened for a minute, but then from somewhere deep in the belly of the ship, a loud groan was heard. More groans, creaks, scraping came from the ship. To everyone's amazement, the ship began to tear itself apart and the pieces fly across the snow and ice.

The feeling of cold seemed to disappear as the mutants watched in wonder as Magneto took a cargo ship and built a circle in the snow. The circle grew taller and taller until it became a tower. A tower of metal.

"My brothers: the first structure in our new base! Let us grab supplies and fill it! Go inside, be merry, and be warm most importantly!"

Mutants cheered and ran towards the tower. Erik grinned. Things were starting to look up.

-*  
_New York City_  
_September 25th, 15:36 EST_  
-*

"Get close t'er!" Rogue whispered through the microphone.

"How?" X replied, holding up a shirt and pretending to look at it as she watched Amara Aquilla move out of the corner of her eye.

"That's part a' field work!" Rogue replied. "You gotta learn t' improvise. What's she doin'?"

X put that shirt up and picked up another. "She's still looking for clothes."

"Well go talk fashion!"

"I can't talk fashion! I sharpen my claws, I don't paint my nails." X could hear Rogue slap a hand to her head on the other end of the line. X turned and picked up a red tank-top, holding it up to her torso. "This one looks nice."

"No, I'd go with purple if I were you." A voice said from behind her.

X made a sound of alarm and spun around, dropping the shirt onto the floor. Her claws started to extend out of instinct, but the gloves hid the motion and X quickly retracted them. The comment had come from her target: Amara Aquilla.

"I'm so sorry!" Amara said, bending down and picking up the shirt. "I didn't mean to startle you!" She handed it back to X who took it with slightly shaky hands.

"No, it's fine. I just didn't expect anyone to be behind me." X replied, brushing a strand of her dark hair behind her ear. "I'm Kirika." She added, extending a hand.

"Amara." The girl responded, accepting the handshake.

Amara was right around X's height, same build. Her skin looked like she had spent her whole life in the sun which X suspected she had. Amara's hair was a creamy brown that seemed as smooth as her skin. It was straight and ran halfway past her shoulders. Her eyes were a caramel color; they seemed to radiate excitement like beams of light.

She was dressed in skinny jeans and a pink tank-top. It was a very simple outfit, but it worked for her. She had on white tennis shoes and a mess of bracelets on her right arm. Two small, but very expensive, diamonds sat on her ear. If Kirika hadn't known who Amara was, she could have easily mistaken her for a normal American girl.

"You're looking in the completely wrong section, girl!" Amara added, snatching X back into the present.

"Huh?" X asked blankly. Her cheeks flushed. "Oh, the shirts! Yeah! This is my first time at this mall, I'm kind of lost." X admitted the last part with such a perfect accent of sheepishness, even Rogue believed it.

"Here, come with me!" Amara said, grabbing the shirt out of X's hand and throwing it back on the rack. "I'll show you where to get some real fashion statements!"

X followed Amara out of the clothing section as she led X across the store.

"God, what are you, a freakin' noob?" Rogue exclaimed.

"You didn't tell me she looked like that!" X whispered back.

"What's that got t' do with anythang?" Rogue demanded.

"Nothing, just…caught me off guard." X replied with a smile on her face. "Hey, I'll call you back, Rogue."

"X! Don't you dare hang up on me!" Rogue exclaimed. The line went to static. "That damn girl…" Rogue cursed.

-*  
_Xavier Institute_  
_September 25th, 16:45 EST_  
-*

"Charles! Open up!" Scott demanded, knocking on the door to the Professor's bedroom. His red sunglasses glinted in the artificial light, making him seem only slightly more agitated than he already was.

"I'm busy, Scott. I'm not coming out right now. Whatever it is, consult Storm." The Professor's muffled response came from behind the door.

"Charles, we need to talk." Storm called.

"I'm really busy, I'm afraid I can't help you." Charles' muffled response came again.

"With what?!" Jean exclaimed. "You've been in there for a day, Professor! You haven't come out to eat or talk to anyone—"

"How do you expect me to explain to the students—" Charles opened the door and wheeled into the hallway. "—that Erik and several other students went rogue to form their own mutant group that will attack humanity?"

"We didn't mean talk to the students, we meant talk to us, Charles." Storm replied, pleadingly. "I know what you're going through is tough, but let us help you, Charles!"

"Do you, Storm?" Charles asked accusingly. "Do you know what it's like to have a life-long friend turn his back on you and everything you've fought to build, declare war on you and humanity? Do you Storm?"

Storm backed down, but Scott didn't.

"I do, Professor! You want to know what? You're not the only one who lost someone that night!" Scott partially yelled.

"Scott…" Jean said, putting a hand on his shoulder. Scott shook it off.

"No! He needs to hear this! He's not the only person at this Institute! When Erik left, Alex went with him! My own brother who I've risked life and limb for countless times, who I thought was dead and then he wasn't, he left me without saying anything!"

Charles looked at Scott.

"If it had been Alex in Erik's position, you would have never let me pout in my room for this long! You would have forced me to get up and move on! You wouldn't have let me give up hope, and I'm not going to let you!"

Charles made a slight noise and turned to enter his room.

"Professor, you close that door, I swear these shades are coming off and I'll blow it down!" Scott exclaimed.

Charles paused in his doorway, sighing and lowering his head before turning sideways to face them.

-*  
_New York City_  
_September 25th, 17:27 EST_  
-*

"What about this?" X asked, holding up a loose, sleeveless white shirt with gold trim.

"And look like a Roman? Ha!" Amara replied, turning back to the rack of jeans.

X smirked, looking over her shoulder at the turned figure of Amara before returning to browsing clothes racks.

X had never felt like this before. She didn't know what had come over her. No other target had ever attracted so much attention from her before. None of the guys or girls that Rogue had ever evaluated before had ever had this kind of gravitation. Of course, she thought, it could just be her emotions about her first field mission getting in the way. She should have never cut off radio contact with Rogue and she should never have been in here this long.

Of course, X had never had a friend before. Rouge was nice to her, sure, but Rogue was more of an older, and definitely wilder, sister to X than a friend. X never talked to anyone but Rogue and her commanders. Any memory of her time before the Sentinel Project was fuzzy and it hurt her head to think about it, so she didn't.

Amara Aquilla though, she seemed…different than anyone X had ever had contact with before. It was something about her entire person, her carefree attitude…maybe it was her keen eye for fashion that made X want to stick around longer rather than to stick her with a needle and gather intel.

X turned and was just about to say something to Amara, what she had no idea, when she heard a slight buzzing. She was immediately on alert, her claws extending, thinking it to be some government taser device.

Amara pulled out her phone. "Oh!"

"Hmm?" X asked nonchalantly, her claws retracting.

"One of my friends is here! Come on, I want you to meet her!" Amara replied. She dropped the jeans she was looking at and grabbed X's hand, dragging her away.

Amara dragged X outside of the clothing store, all the way to the food court. Someone was waving, jumping up and down from in front of the taco restaurant. Amara waved back and ran over, X hot on her heels.

"Hey!" Amara greeted, hugging the blonde. X stood back.

The girl Amara was addressing was about Rogue's age and height. She was much…thicker was the only word Kirika could think of. She wasn't fat by any means, but where Rogue was a slim teenager, this girl was…what was that word she'd heard Rogue use once?..._bodacious_.

The girl was dressed in a red, skin-tight shirt with a small diamond cut to show her belly and extremely short-cut jeans. Her short, spiky, blonde hair was pulled back in two pony-tails on either side of her head. Her blue eyes seemed to spark with mischief and X could literally smell trouble. The girl reeked of it.

"Tabitha, this is Kirika. Kirika, my best friend Tabitha." Amara introduced.

X held out her hand. Tabitha looked at it blankly.

"Come're you!" she exclaimed, hugging X tightly. The assassin wasn't quite sure what to do and gave an awkward hug back. Amara laughed.

"Ouch!" Tabitha exclaimed. At the same time, something buzzed in X's pocket.

"You can't help getting static shocks, can you?" Amara asked, laughing.

Tabitha started laughing as well. X pulled out the buzzing item from her pocket. It was a smart-phone case that had been stripped inside and replaced with a device that gave a physical reading on mutants. It buzzed when it discovered an active X-Gene in a person. X realized she must have pricked Tabitha with the needle and gotten a reading that she was a mutant.

"Hey, Amara, I gotta take this." X said. "It's my sister."

"Sure! Just don't take too long!" Amara replied. "I'll get you a taco!"

X smiled and nodded, jogging off. She tapped the gem in her ear.

"Rogue? You still there?"

"Where the hell have you been?" Rogue demanded.

"Undercover, listen: I've got a problem."

"You're damn right you got a problem! When I get my hands on you—"

"No, Rogue, there's a second mutant here!"

"What?"

"Amara introduced me to her friend: Tabitha. I accidentally pricked her with the MGD* and it popped up positive."

There was silence on the other end of the line.

"Well? What do I do?" X asked.

"I'm thinkin', I'm thinkin'." Rogue replied. She sat in silence for a little longer. "It's almost six o'clock. Since you already have a sample of this other girl's blood, all you need is a sample of Amara's and you can leave."

"Well they invited me to eat tacos with them."

Silence once again on the other end of the line.

"Hello?"

"Eat, get a sample of her blood. If you're not out by seven, I will literally come in there and drag you out."

"Okay, thanks. X out."

"Don't you dare—"

Static.

"—hang up on me. _Again_."

-*  
_Undisclosed Location_  
_September 25th, 18:00 EST_  
-*

The base Magneto had set up in the snowy ice fields managed to keep the mutants warm if not cozy. The tower stood almost sixty feet tall and was completely hollow inside. It was about twenty feet across, giving the mutants a small amount of space to work, sleep, or eat. The ship's engine from which this Tower was built was sitting in the corner, chugging away and heating the tower.

Magneto sat in one corner talking to some of the more experienced mutants, among them Alex Summers, his daughter Wanda, Lorna Dane, and the mutant known only as Pyro. Pyro was as fiery as his name and mutant ability.

"So what are we doing here, mate?" Pyro demanded in his Australian accent. He was of normal height and build. In fact, he looked normal if not for his orange eyes and hair. He was currently tucked away in a fur overcoat that had belonged to the ship's captain before Pyro had tossed him into the ocean. Professor X had always thought of Pyro as a loose cannon and danger, which was why he had been so intent that Pyro attend the Institute. "I mean, we're sittin' here in a metal canister in this icy hell! We're going to run out of fuel soon, and it's all gonna go downhill from there!"

"Calm down, Pryo." Alex replied from across the table. "Erik knows what he's doing, he wouldn't drag us all the way out here if he didn't have a plan!"

Alex was built like a surfer, and he had been before Scott had found him and brought him to the Institute. Alex, unlike his brother, had that dirty-sand-blonde hair and blue eyes that seemed default to a surfer. His skin was tanned deeply and his muscles well developed. He _had _noticed the glances Lorna kept shooting from across the table.

"So what is your plan, Erik?" Pyro demanded.

"Oh hush." Wanda replied. "Maybe if you'd shut up, father would have a chance to reply."

Wanda, or as she referred to herself, The Scarlet Witch, was a beautiful woman who's attractiveness came from her simplistic looks. Long, curly brown hair and soft blue eyes seemed to belong to those of a small town prom queen. Wanda wasn't in her usual red outfit, instead dressed for warmth in parka pants and fur coat.

"Thank you, Wanda." Erik said in a voice that made him seem both wise and powerful. "Two things, young Pyro, first: you will address me only as..._Magneto_ from this day forth, do you understand?"

Pyro scowled.

"Secondly, this is merely the beginning of our kingdom. A kingdom that gives a feeling of safety to mutants and terror to humans. Yes, we will need to collect supplies to expand our base. This is why I have picked this location. The world's natural currents take ships on an arc up here on their way across the Atlantic Ocean. We will take these ships and there supplies to expand our base. Is that a satisfactory answer?"

Pyro's scowl increased.

"Father, if I may ask," Wanda said, speaking up. "What about our numbers? Charles Xavier is actively recruiting, we are not. Are you not fearful he may build up an army against us before we can even set up our defenses?"

"Charles Xavier is a noble man and would never attack us. He stated the night we left he would only stand defender to the human race, he would not attack us." This of course was a lie, but Magneto continued. "As for recruitment, I have someone who can help me go to and from this base to allow recruiting while others help construct this great kingdom."

Wanda seemed satisfied with this answer.

"Is there anything you wish to ask me, Lorna?" Magneto asked. He had caught her in one of her quick glances at Alex and she blushed sharply as she muttered a "No, sir."

"Good, I sense a new ship should be arriving soon. Ready the others, Wanda."

-*  
New York City  
September 25th, 18:53 EST  
-*

"I'm so sorry! I have to go or my sister is going to have my head!"

"It's fine!" Amara said. "I'm glad we met!"

"Me too. Maybe we'll see each other around."

Amara smiled and the two girls hugged before X ran out of the building, waving to her friend.

Rogue was waiting on the rooftop as X climbed back up, her red hair whipping in the wind, arms folded over her chest looking upset.

"I'm sorry I cut contact." X started, but Rogue just held up her hand.

"You got their blood?" she asked.

"Yeah." X replied, taking off her heels and slipping on combat boots. "Here,"

Rogue took the strip from her partner and plugged it into the laptop, uploading the information to the server.

"Amara isn't a threat, at least not that I could tell. Her friend Tabitha might be trouble though. She likes to walk on the wild side of things and with mutant powers, that could be very bad."

"Good," Rogue replied. "Let's go."

-*  
_Aquilla Household_  
_New York City_  
_September 25th, 19:22 EST_  
-*

Amara's keys rattled in the doorway as she pushed open the door, lugged her bags in, and shut it behind her.

"I'm home daddy!" she called.

Her father did not respond. She heard voices in the kitchen and walked towards them, dumping her bags in the floor. She peeked inside the kitchen and saw her father talking with another man.

Amara's father was tall, over six feet, and very well built. He was a well exercised man and was very handsome. Amara had always thought of her father as very Roman, and given where they came from, it seemed to fit. Her father had brown eyes and a short, very militaristic haircut. He was wearing a black polo shirt and khakis. His arms were folded over his chest and he seemed very concerned.

The man he was talking too was slightly shorter than her father, only by a couple of inches though. He was Caucasian, with short and dark brown hair. His hair was luscious and full. His right eye was blue, the left one covered with an eyepatch. Amara saw a long and nasty scar running over it as if a creature's claw had just taken the eye like Amara would a grape. He had stubble on his face and a cigarette sticking out of his mouth. He was wearing black military pants and a leather jacket with a faded blue sweater underneath. His military boots and leather gloves seemed to help his imposing figure radiate the fact that this man deserved respect. He was built like the classic hero. Amara noticed a final detail: on the sleeve of his jacket was an emblem. Amara had never seen it before. It was a bird holding arrows in both claws. The letters S.H.I.E.L.D. stood out, though Amara couldn't read what they spelled from this distance.

Upon noticing his daughter's entrance to the room and his conversation, he turned to her.

"Amara, sweetie," her father started. He sighed and ran a hand over his scalp before turning to the man and gesturing to the living room. Amara followed obediently. The three sat on the couch in silence for a short amount of time while Amara's father thought of what to say.

"Amara, dear," he started again. "Do you remember a few days ago? Your little…accident?"

"You mean where I melted the grill? Yeah." Amara glanced at the eyepatch man. "Is this some sort of punishment?"

"No, sweetie, it's just…this man, his name is Nick Fury, he says that you're going through some…changes."

"Of course I am, dad," Amara replied. "I'm thirteen years old!"

"Not those kind of changes." Fury cut in. His voice was rough and gruff, very forceful and commanding, but also soft and compassionate. He leaned forward and took the cigarette out of his mouth. "Have there been any other accidents?"

Amara glanced at her father.

"Tell him anything, sweetheart." Her father encouraged, running a hand over his head again.

Amara listed almost six instances before Fury stopped her. He glanced at Amara's father. "I'm sorry, Lucius."

"What?" Amara demanded, looking at her father's worried expression. "What is it?"

"Amara, honey, you know about mutants right?"

Amara sat in silence for several seconds, piecing it together.

"I'm a mutant?!" she exclaimed.

"Yes, you are." Fury replied in the same gruff voice.

"Are, are you sure? Amara asked, worried.

"Yes, we are positively sure." Fury replied.

Amara sat in silence for a moment, looking at her feet. Her father sat in awkward silence and Fury sat like he knew what was coming next.

It was almost a full two minutes of silence before Amara looked up, tears streaming from her eyes.

"I'm so sorry, daddy!" she whispered.

"Oh, my baby girl!" He exclaimed, grabbing her and hugging her hard. "Nothing would ever make me love you any less!"

The two stood hugging, and Amara crying until they got their emotions back under control and sat down again.

"Amara, how do you feel about this?" Fury asked.

"About what?"

"About being a mutant."

Amara paused, looking at her father. "I—I'm fine with it, really."

Fury nodded. He leaned back. "Well then I have an offer for you."

Amara looked up at him.

-*  
_Xavier Institute_  
_September 25th, 20:36 EST_  
-*

Charles leaned back in his wheelchair and sighed. Every X-Man remaining at the Institute was in this room with him. Jean, Scott, and Storm were behind him, backing him up, but this was still very hard.

"My dear students," he began. "I am sure you all have noticed that many of our number are missing. I am sure that you all are also curious as to what has happened. I am here to explain."

Charles took another deep breath. Storm put a reassuring hand on his shoulder.

"Our, _my_, dear friend Erik Lenscher, has taken those students missing and left the Xavier Institute."

Gasps went around the room. Other, older students just folded their arms, knowing what had happened, but still curious as to what the Professor would say next.

"Erik believes that a war is brewing between humans and mutants. He believes that the two species can not peacefully co-exist together and one will need to be wiped from the face of the Earth before the other can live a happy life."

Silence. Shocked, stunned looks floated around the room and the faces of the younger students, even on some of the older students.

"Well isn't he right?" one student asked. "Hasn't the war already begun?"

"No, Shiro! The humans are afraid of us, and understandably so. We must show them that, except for a few subtle differences, we are the same as they are."

"I don't want to be like the humans!" Shiro exclaimed, looking at several others who shook their heads no emphatically.

"Shiro—" Charles stopped and put his head in his hand.

"Shiro, listen," Jean said. "What have the humans done to indicate they're planning to eradicate us?"

"Besides beating the crap out of me?" Bobby demanded from the back of the room.

"Bobby, you can't blame the actions of a few on the entire race!" Jean warned. Shiro spoke up as well.

"See? This dude is with me!"

"No, no." Bobby said. "I'm not leaving the X-Men, this is my home. I'm just speaking my mind.

"Something we encourage all of you to do." Scott said, stepping forward, his glasses glistening in the light. "We need to talk about this now and get the elephant out of the room."

"Yeah," Shiro added. "Who's with the geek squad and who's with Erik and me?"

"Shiro, we're not going to force people into a decision!" Kitty Pryde exclaimed, stepping forward as well.

"Yeah! We need to talk about this before we do something stupid!" Bobby added, stepping up beside Kitty.

"Something stupid is sitting in this mansion while the humans prepare war on us! Have you seen Kelly's pep rallies? The man couldn't love his own mother if she was a mutant!"

"Kelly's just a bad apple!" Kitty exclaimed.

"Kelly is just like the rest of them!"

"He is not!" Bobby responded.

"You're blind, Icepop. You haven't been here long enough to have an opinion!" Shiro replied, jabbing his finger into Bobby's chest multiple times to make his point.

"Get your hands off me, Sunshine!" Bobby growled.

"Oh yeah?" Shiro demanded. "What are you going to do about it?"

Bobby's body turned to ice, hardening and chilling the air around him.

"Oh yeah?" Shiro said tauntingly. "You wanna go Icicle Jr.?" He lit up his body into a supernova, forcing Bobby to fall back.

"You leave him alone!" Kitty exclaimed, stepping forward and waving her fist at Shiro.

"Stop it! Stop it all of you!" Jean exclaimed, raising her hands and moving the three apart. "We don't need to fight about this!"

"Yeah, there's plenty of that coming! With the humans!" Shiro exclaimed.

Voices erupted around the room as the argument reached a dangerous level, with many students activating their powers, their bodies changing form, many forms of projectiles ready to throw at a moment's notice.

"STOP!" Charles yelled, flattening the students with a psychic blast. They all looked at him stunned.

"We have had enough fighting for one week!" Charles said, livid, and quite scary. "I want you all to go to your rooms and go to sleep. I want you all to think about this long and hard and we will discuss this, without powers, tomorrow!"

The students looked at Professor X in shock.

"GO!" he exclaimed angrily.

The students filed slowly up the stairs to their bedrooms, whispers of arguments still flying about. Charles put his head in his hands. Storm, Jean, and Scott turned and looked at him.

"Professor?" Scott asked.

"I've never seen you act like that before!" Jean exclaimed.

"Are you alright, Charles?" Storm asked softly.

"Yes, yes, I'm fine. I'm just so tired of all of the fighting." He replied softly.

"Professor?" Emma Frost called, leaning in the doorway.

"Yes, Emma?" Charles asked, tired, turning his wheelchair to face the blonde.

"Fury just phoned in, he's bringing a new recruit by chopper. It should be here any minute."

"Thank you, Emma." Charles said. He turned and wheeled towards the front door, Jean and Scott following with Storm.

The evening was already late, the sky was dark, but retained its beautiful light-blue hue. Clouds gathered on the horizon, great big white, fluffy ones. Stars were already shining, the small white lights twinkling in the sky. A dragonfly buzzed around Charles' head, but he waved it off.

The S.H.I.E.L.D. helicopter looked more like a cargo plane body with propellers and wings. Blue lights flickered showing the vehicle's location in the sky. The S.H.I.E.L.D. logo was painted all over the plane, on the body, on the wings, on the bottom, on the cockpit.

The helicopter itself kicked up a strong wind, causing Xavier and the rest to stop short of its landing site. The helicopter landed, but it's propellers didn't stop turning. The cargo bay door slid open and two figures jumped down onto the grass, walking towards Xavier.

"Nick Fury, S.H.I.E.L.D." Fury greeted with a salute.

"Welcome, Director." Xavier greeted. "Logan has told me much about you."

"Let's hope not too much, sir." Fury responded with a clever smile.

Xavier returned it. He glanced at the second figure. "Who is this?"

"A new recruit for your school: Amara Aquilla." Fury responded.

"Ah, welcome Ms. Aquilla. My name is Charles Xavier." Charles leaned forward and offered a handshake to the girl.

Amara shook his hand. "Do you run this place? What is it?"

Xavier glanced at Fury who nodded and walked off. Part of Fury's ability to work with Xavier was he didn't _technically_ know what he was doing here. Xavier waited for the bay doors to close and the helicopter to take off before turning and wheeling back to the house, Amara at his side.

"This is the Xavier Institute." He explained. "It is a training facility, school, and safe-haven for mutants, like you and me. I run this place. As I explained before, my name is Xavier, but you may call me Professor X."

-*  
_Sentinel Project Main Headquarters_  
_Private Agent Quarters_  
_September 25th, 23:07 EST_  
-*

The room that Rogue and X shared was small and narrow. Only about six feet wide and almost twenty long. The quarters were supposed to house a dozen soldiers. The extra beds had been removed to make room for other furniture like chairs, desks, armoires. Two desks were side-by-side on the wall. There was a bookshelf on either side of that.

X's bookshelf contained neat and orderly instruction manuals on piloting, killing, surviving, and anything else a soldier should have. Her desk itself was neat and orderly, only the fold-up touch-screen monitor was seen on it. The desk and bookshelf themselves were exact replicas of the ones in Trask's office.

Rogue's desk was a large, cherry wood desk. It was almost as long as her bed and much handsomer. The wood was smooth and old, lacking a layer of shine and glister. There were stains and burn marks on it, notches made in the surface. None of these marks were from Rogue, they all came with the desk. Where exactly the female had gotten it from, no one knew. She had absolutely refused to let them install a computer into the desk, so she had taken an old PC. Her desk was covered with papers marked TOP SECRET (she had doodled on these to the extent it was impossible to tell whether the document said "target" or "paintbrush"), books turned upside down to hold her spot, and empty Starbucks coffee cups.

Rogue's bookshelf was full with rich, old novels and some more modern ones. Some of the books had been sitting on the shelf so long, they had begun to collect dust. Some were maroon with gold binding, others a velvet green with a rotting black spine. There were many classical books on the shelves including _Le Morte de Arthur, Atlas Shrugged, The Three Musketeers_, a collection of H.G. Wells, _Pride & Prejudice, Sherlock Holmes: The Complete Stories_, and an edition of the Bible. Holding these books up and perched on the shelf was the stone bookend of a cat. There was only one and Rogue treasured it more than the books it held up. The bookshelf itself was a simple, small wooden bookcase painted brown. It stood on four rickety legs and was at any instant capable of falling to pieces. This was the only piece of Rogue's array of furniture that was actually neat.

The beds the two slept in were bunk beds, tucked into the corner of the room across from the door. X kept the bottom bunk and Rogue the top. Both girls were lying in bed, Rogue reading and X tossing a ball against the wall. The girls sat in an uncomfortable silence, and had been for almost half an hour. X finally couldn't stand it anymore, caught the ball, and took a deep breath.

"Are you still mad at me, Rogue?" she asked.

There was silence before Rogue replied: "Naw."

X smiled and went back to bouncing her ball, Rogue returned to her book. After about half a minute, X spoke again.

"What happens to the mutants we track?" she asked.

Rogue was completely taken aback by this question. She didn't expect anyone to ask it openly, much less X.

"Uhh," Rogue thought. "I 'on't kno'" Rogue responded. "I suppose they live out their lives or become supa' heroes or somethin'."

X nodded and made a sound of acknowledgment, bouncing her ball against the wall two and a half more times before speaking once more.

"Do you think I—we'll ever see Amara again?" she asked hopefully.

Rogue paused. What?

"Why d' ya ask?" Rogue questioned.

"Just…curious I guess." X replied.

"Well…" Rogue started, paused, thought, opened her mouth to say something again, closed it once more and thought some more before finally replying.

"Yeah, I think we'll see 'er again. I think we'll see quite a few of 'em again."

"Why do you say that?" X asked.

"Just a feelin'" Rogue replied.

X smiled and resumed bouncing her ball.

I

I

I

I

i

_***Mutant Gene Detector**_


	4. S1E03 Mutant of Interest

**AN: I want to start off by apologizing for not getting this episode out earlier. I had personal issues this week that prevented me from uploading on Wednesday. I would like to remind you to please check out my profile and subscribe to my twitter (link on profile) for constant updates. Thank you all for reading this story! I appreciate reviews, they let me know what I am and am not doing, what you want to see more of, and it lets me know that all my hard work isn't for nothing. Thank you.**

"_You are being watched. The government has a secret program, a task force. One assigned to hunt down mutants and imprison them._

_We know this because we have witnessed it in action, tracking and detaining mutants. The government considers these mutants dangerous and attempts to dispose of them before they can choose how to use their gifts._

_We work to protect mutants from those who would abuse, neglect, and even kill them. We are hunted by the government and work in secret. You will never find us._

_If you're in trouble, or if you're hurting someone, we'll find you."_

Kelly frowned, looking at the advertisement. "Can't we stop this from airing?"

"No, sir, I'm afraid not." His secretary replied. "That violates Freedom of Speech, and that is a Constitutional right. You know how picky the public gets about that worthless, old document."

"Yes, yes." Kelly replied. "Can't we use Executive Orders? Threat to National Security?"

"No, sir. Only the President can do that, and you know how he feels."

"Ah, yes." Kelly responded, leaning back and folding his hands on the table. "Hank McCoy is a man who believes in mutants. His naïve beliefs will bring this country to it's knees."

Kelly sat in silence for a moment. "These…Morlocks. They're all mutants, correct?"

"As far as we can tell, sir." The Secretary replied. "Though we have limited information on them. We can't even confirm the mutants in their ranks."

"What about the Sentinel Project? Why aren't they tracking these mutants?"

"With all due respect, sir, that is not their mission. Besides, the President banned you from that project, remember?"

"Ah, yes. I remember all too vividly." Kelly replied. He leaned back once again before a smile lit his face.

"The Constitution refers specifically to man, not mutant, indicating the laws apply only to humankind, not mutants." Kelly noted. "There's our grounds for taking this advertisement down without backlash. Get this trash off the air immediately."

"Yes, sir." His secretary responded, leaving the room and shutting the door behind her.

Vice President Edward Kelly smiled.

_-*  
Unknown Location  
__Himalayan Mountain Range  
__September 27__th__, 09:36 EST_

The female dropped her glass onto the cold, hard, concrete floor and gripped her head. Her partner, a middle-aged man with some dark stubble on his chin and dark hair with grey streaks walked into the room.

"Yukio?" he exclaimed, rushing to her.

She shook her head and the spell was gone. She looked up at him fearfully.

"Who is it?" he asked seriously. "Who's up for death row now?"

"Slade, who is…Matthew Murdock?" Yukio asked.

**X-Men: Standing Guard**

**Season One, Episode Three**

"**Mutant of Interest"**

**-***_S.H.I.E.L.D. Heli-Carrier  
__September 27__th__, 09:56 EST_

The bridge of the S.H.I.E.L.D. Heli-carrier looked like something mashed together from _Star Wars_ and _Star Trek_. The bridge was a semi-circle perched on the top of the rectangular ship. The whole front wall was a single piece of glass. With the exception of a six foot-wide walkway spanning the outer perimeter and a walkway cutting straight down the middle, the bridge was mostly sunken six feet into the floor. Computers spanned the walls of these sunken cubicles. S.H.I.E.L.D. officers sat dutifully typing away (or playing Galaga in one person's instance). Extra computers were arranged in neat rows in the semi-circle pattern around the bridge.

Down the center walkway and away from the glass was a chair that looked as if it had been snatched right out from under Captain Kirk and placed on the Heli-carrier. This chair belonged to Nick Fury, Director of S.H.I.E.L.D. Around him were half a dozen holo-computers, all with various readings, images, reports. On these six screens he had the entire ship at his very fingertips.

The ship itself was made of a navy blue/grey metal. This metal was not the cold metal found in the halls of the Sentinel Project, this metal commanded authority and gave a militaristic feel to the place. The metal itself was lit with a cool, blue light that made the metal seem lighter and airier. At least two dozen armed guards walked around the bridge. The most secure facility on Earth, storing every secret ever known wasn't going to be breached because there weren't enough guards inside.

With a large boom, a portal opened onto the Bridge of the Helicarrier. Fury, the guards, and all personnel leapt to their feet. If there was a weapon on the Bridge, it was now pointed at the portal.

Out of the swirling green vortex came two people: a man and a woman.

The man was, by far, the most threatening of the two. He was dressed in navy blue leggings that were only a series of shock plates and Kevlar, a lighter blue chain-mail shirt with armor of the same hue as his legs over that. His boots, shoulderplates, belt, and gloves were a deep yellow as was the utility belt slung over his shoulder. He had a multitude of explosives, ammunition clips, knives, and other weapons on his utility belt. Two swords and a long rifle were strapped to his back. On his hips were two pistols as well as a variant of knives below that. He had a mask on that looked like one worn by Friday the 13th, except it was entirely yellow with blue outlines and a bright red disc over his right eye. He was tall, well built, and looked as if he were an assassin.

The woman was smaller, about half a foot shorter. Her hair was a natural, yet brilliant red. She was beautifully built. Her outfit was comprised of multiple layers. The first layer was a simple gray body-suit. The second layer was comprised of red armor plates over her legs and arms. A yellow breastplate was scarred with burns, scratches, and cuts. Old blood stains, not fully washed out, were splotched around some of the more nasty marks. The third layer of her outfit was also yellow, consisting of boots, spiked gloves, a utility belt, pouches containing batons, knives, and guns. Finally, a cowl of red and yellow plastic covered her head, conforming perfectly to the shape and hiding her identity.

The portal closed behind the two and the man walked over to Fury.

"Are you Nick Fury?" he asked calmly, as if oblivious to the two dozen guns pointed at him.

"Yes, I am. What do you want?" Fury demanded.

The man took off his mask. His face was handsome, short brown hair and dark eyes. He had a sharp nose and a smooth chin. "My name is Matthew Slade, this is Yukio." As he gestured at the female, she took off her mask, revealing beautiful blue eyes, as deep as the sea.

"What do you want?" Fury repeated, not lowering his gun a millimeter.

"We have information that a man by the name of Matthew Murdock will die soon. Do you know his name?"

Fury looked at the two in shock before turning to his troops. "Lower your weapons and forget that name. _Now_."

The agents glanced at each other, but obeyed. Fury led the two trespassers into a separate room.

_-*  
Xavier Institute  
__September 27__th__, 13:31 EST_

"Alright, everyone, listen up!" Scott called, walking to the front of the two lines of X-Men. "We're going to be playing a little game today! This is a little something I like to call stockpile and destroy." At this, Scott's shades glinted devilishly.

"Each team will have a color, green or yellow. Jean will spread these across the front yard. Each team's goal is to find all of their color frisbees and return them to their base. You are allowed to destroy the other team's frisbees. After all the frisbees are collected or destroyed, we'll tally up who has the most points, and that team can skip an afternoon of training!"

A big yell of enthusiasm went up in the air.

"Jean?" Scott asked, turning to his girlfriend.

The red-head responded with a smirk and closed her eyes, levitating the frisbees across the field. They flew into trees, hills, the ground.

"Alright, match in three, two..." Scott glanced at his stopwatch. "Go!"

Both teams ran out onto the field dashing at frisbees and shooting bursts of their powers at other players and frisbees.

"Hey! Watch it! Attacking a player is a foul!" Scott called. "Only the frisbees!"

The teams continued throwing, shooting, dashing around. Shadowcat slid through Nightcrawler and grabbed a frisbee.

"Hey! Vatch the personal space, Kitty!" he called.

Kitty laughed and tossed the frisbee at Iceman, however Shiro intercepted it and blasted it out of the air. Bobby growled and shot a jet of ice under Shiro's feet. The mutant slipped and fell down.

"Nice, Bobby!" Scott called.

The teen grinned, gave a thumbs up, and ran off.

Shiro was rather angry. He turned around and fired a beam of energy at Bobby. The mutant yelped as it hit him in the back, tossing him face-first onto the ground.

"Foul! Foul! Shiro!" Scott yelled, running onto the field.

"What, Summers?" Shiro demanded. "I thought this training was supposed to prepare us for the real world! In the real world, the humans don't fight fair!"

"Shiro! You can't keep making the humans out to be evil!" Jean scolded.

"You stay out of this, cheerleader!" Shiro exclaimed.

"Hey!" Scott exclaimed, getting in Shiro's face. "You take that back right now or-"

"Or what, Summers?" Shiro taunted.

"Or I'll show you what a real mutant can do." Scott warned.

"Come on, do it! Do it!" Shiro said. "I've been wanting to kick your ass for some time!"

"I'm gonna be doing the ass-kicking here!" Bobby exclaimed, walking towards Shiro, Kitty behind him trying to stop him.

"Hey! Hey!" Kurt exclaimed, teleporting between the mutants and holding out his hands to keep them apart. "Calm down! Zere's no need to fight!"

"Shut up, freak!" Shiro yelled.

"Hey!" Kurt yelled.

Shouts and exclamations broke out between the five and Jean. Other mutants began to take sides. Kitty and Bobby fell in next to Scott. The group was on the verge of erupting into full mutant war when a loud sound and strong wind separated them. A S.H.I.E.L.D. Helicopter flew over them and landed not far away.

"Jean! Scott!" Xavier yelled, wheeling onto the porch with Emma following close behind.

"Yeah, go run to baldy." Shiro taunted as Scott turned to walk off. The young cyclops clenched his fists, turned around, and swung so hard he knocked Shiro to the ground.

"Do not _ever_ insult Charles Xavier in front of me again." Scott said slowly and forcefully, hand on his sunglasses. Shiro nodded frantically and Scott ran after Jean, rubbing his fist.

Nick Fury, Yukio, and Slade stepped off of the helicopter into the sunlight. Charles rolled up to them with Emma, Scott, and Jean joining.

"Director Fury," Charles greeted with a tired smile. "How may we help?"

"Get on the chopper." Fury said.

The four mutants looked at one another.

"Director?" Jean asked.

"I've got something you'll want to hear, but not at the Institute for obvious reasons." Fury expanded.

"Right," Xavier said. He turned to Emma. "Ms. Frost, if you will please stay and watch the Institute and the children while Jean, Scott, and I meet with Director Fury?"

"Yes, Professor." Emma replied.

Fury and his companions boarded the helicopter once again, Scott and Jean following, the latter using her mind to lift Xavier onto the helicopter before it took off.

Emma turned and walked back towards where Shiro was picking himself up.

"So what was it you wished to talk about, Director Fury?" Charles asked.

"And where are we headed?" Scott asked, looking out the window.

"New York." Fury replied, lighting a cigarette. He slid the lighter back into his pocket and puffed on the cigar for a while before pulling it out of his mouth and exhaling a long puff of smoke.

"I've got a story from these two, and I want you to confirm it." Fury started. "They claim that they can see the future and when someone is about to die. They teleported onto the Heli-Carrier this morning and stated the life of a deep-cover agent is in jeopardy." Fury leaned forwards. "Is this possible?"

Charles looked at Yukio, dressed in her full outfit.

"Do you mind removing your helmet?" Charles asked.

"Not at all." the female replied in a soft and smooth voice; it was very feminine, yet also very strong. She reached up and pulled the cowl off, setting it on her knee. Scott raised an eyebrow at the sexualness of the movement. Charles wheeled forward and placed two fingers on either side of her temple. He closed his eyes and she hers. There was silence for almost a full minute before Charles pulled off and wheeled back between Scott and Jean.

"She is a mutant and it is very real, Director." Charles confirmed. "Although I've never seen a mutation like this before. Tell me, how long have you had this?"

"Since birth." Yukio replied. "I first knew at five when...when I foresaw my parent's murder."

"I'm so terribly sorry." Charles said softly.

Yukio vanquished the tears and returned her cowl to her head. "It's nothing." she replied firmly, but softly as well.

"What about you?" Charles said, turning to Slade. "You aren't a mutant."

"No, I'm a former mercenary. I work with Yukio now." Slade replied.

"That's a lot of weapons for a _former_ mercenary." Scott noted dryly.

"It helps to be well protected." Slade replied in the same tone.

"So why are we going to New York?" Jean asked.

"My agent is stationed there." Fury replied, taking in another long puff of smoke.

"What's his name?" Jean asked.

_-*  
New York City  
__September 27th, 13:47 EST_

_"Matthew Murdock."_

"So you _admitted_ to being at the crime scene?" Murdock stated more than asked.

"You twistin' my words, man!" The boy exclaimed.

"Mr. Daniels, did you not just say you didn't do the breaking and entering?" The red-clad attorney asked, moving his walking stick back and forth along the courtroom floor.

"That ain't what I meant!" The young boy exclaimed.

"Well what did you mean, Mr. Daniels?" Murdock asked innocently.

The boy stuttered, looking around the juror box desperately, as if the answer were hiding among the twelve men and women, peeping out from their legs to taunt him.

Matthew Murdock was a tall and strong man. He was ruggedly handsome and had jet-black hair combed back on his head, his chin was square and his facial features strong. He was always dressed in a suit with a red jacket and red pants. Sometimes, like today, he wore a red vest along with his suit. His tie was black, his shirt white. His shoes were polished and sparkled on the courtroom floor. No one knew the color of his eyes as he was blind and always wore dark glasses. His long walking stick scraped silently back and forth on the floor, telling the man where desks, chairs, and legs were.

Murdock was very good at his job. Having graduated Harvard Law School at 24, he went straight into the D.A.'s office and began working. He quickly received a reputation, many calling him Matthew Matlock due to his ability to trick the perpetrators into admitting their crime while everyone else thought he was stupid; a characteristic very similar to the character played by Andy Griffith. Some days it was harder to coax the truth out, some days damn near impossible. Today though, Murdock felt he could've gotten this boy to admit his guilt with his eyes closed.(Or as close as one got to that while blind.)

The boy who was on trial was named Evan Daniels. He was being charged with capital murder. He was an african-american teenager, about sixteen, with blonde cornrows. He looked very nervous and uncomfortable on the stand in his suit.

"Mr. Daniels," Murdock spoke after some silence. "You do realize that, while New York does not carry out the death penalty, your crime falls under the federal law and therefore the federal death penalty."

The boy stuttered air.

"Objection, your honor!" A skinny, greasy man called.

"On what grounds Mr. Marquardt?" The judge sighed.

"Harassment!"

"The only person being harassed here, Mr. Marquardt, is Matthew Murdock. Every time he tries to go anywhere, you yell out "Objection! Objection!"

The courtroom laughed.

"Now, Mr. Marquardt, sit down, _shut up_, and let Mr. Murdock finish."

The man sat down with a huff, his glasses falling askew.

"Thank you, your honor."

Murdock walked briskly down the crowded halls outside the courtroom, his coat flapping behind him. People moved around him quickly with lunch, on the phone. The news was playing a story about Derek Bishop's wife and daughter in Africa. Yells of excitement, lots of talking, whispering. Murdock was finding it hard to move, hard to breathe. He felt his walking stick ram in to something and he stopped.

"Mr. Murdock?" An elderly, but strong voice came.

"Yes?" Murdock replied impatiently.

"I would like to speak with you." The voice came again. Judging from the height, this was either a very short man or he was in a wheelchair. Murdock voted the latter.

"I'm not doing liability suits, only criminal cases." Murdock returned, trying to walk forward.

"Why on Earth would you think I was here to ask for a liability suit?"

"You're in a wheelchair. I assume it was a car accident?" Murdock asked.

Silence from the man. "That is very deductive of you, Mr. Murdock." the man replied. "I'm here on more pressing matters though."

A voice spoke in Murdock's head. _"Nick Fury sent me to fetch you."_

"How...?"

"This way, Mr. Murdock." The man replied, a smile in his voice.

Murdock decided to follow the old man, especially if he was who Murdock thought he was.

Murdock was led outside by the old man to a quiet and secluded corner of the court house steps.

"Agent Daredevil." A familiar voice greeted.

"Director Fury." Murdock responded, saluting sharply.

"Come soldier, we need to talk." Fury said.

"Sir, could we speak at a coffee shop?" Murdock asked curiously.

"I'm afraid I'm in the mood for tacos." Fury replied. "Clearance ran through, boy?"

"Yes, sir. Just needed to check, especially with the way my vision's been lately."

The joke was poorly made and very dry, but Fury smiled. "This way, Mr. Murdock."

_-*  
Sentinel Project Main HQ  
__Prison Bay  
__September 27th, 14:00 EST_

"You sure it ain't just teenage hormones?" Gambit asked, folding his arms behind his head.

"X? I'm pretty shore whoe'er made 'er programmed _that_ out o' her. It's gotta be somethin' else... Do you think she's been compromised?" Rogue replied.

"Cherie, you use words like _compromised_ and _programmed_ and I wanna laugh. You have been spendin' too much time in this here dump! You need t' get back to yo' roots! Go for a vacation deep down south for a week or so! It'll do you some good!" Gambit exclaimed.

"I can't there's a new breakout every day. Besides, they won't allow me!"

"I'm just saying, cherie." Gambit shrugged.

Rogue brushed a strand of hair to the side. "I'm still worried about 'er..."

"If it's so important, just ask 'er if somethin's wrong, Chere. Maybe she's looking for an exit valve and doesn't have one like we do."

Rogue smiled. "Maybe..."

She leaned forward and pecked Gambit on the cheek, causing the cajun to sit up, his eyes widening with surprise.

"I'll go see!" Rogue said over her shoulder, jogging off.

Gambit rubbed his cheek and looked dreamily into the distance.

_-*  
New York City  
__September 27th, 14:07 EST_

"Sir, with all due respect, I can handle myself."

"Yes, but everyone can protect themselves a little better if they know something is coming, soldier."

Murdock made a "hmff" noise.

"We're not going to follow you around, Murdock; we were just giving you a heads up."

"We're not?" Slade asked.

"Special Agent Daredevil is perfectly capable of taking care of himself." Fury assured the couple.

"He's blind!" Yukio exclaimed bluntly, gesturing in the direction of Murdock.

"I said he can handle himself." Fury insisted, growing tired of the young vigilante's oversteps.

"Our job is to protect those we see are in danger, no matter who they are or what they can do. My ability doesn't sense threats, it senses death. If I received Murdock's name, then he is in legitimate danger." Yukio said, leaning forward over the coffee table.

The young red-head had changed from her armor to a much more modern look: jeans, tee, tennis shoes. She had on jewelry and makeup that made her seem exotic, like a tropical paradise.

Her partner Slade was sitting begrudgingly next to her. It was clear the man didn't like being out in public or even semi-formal clothes, but he was dealing the best he could. His dark hair was combed back and his dark eyes were alert, though the rest of his body did not appear to be. Jean noticed something and she made a mental note to ask about it later.

"He's always in legitimate danger." Fury replied. "He's an agent. His job _description_ is danger."

"That doesn't mean that we're just going to stand to the side!" Yukio exclaimed.

Slade held up a hand. "We needed you to learn who and where he was. You've done a splendid job. We can take it from here." Slade turned to Murdock. "We don't like to advertise, so normally our...customers aren't aware of our presence."

"I agree." Scott said, leaning forward boldly. "You brought the X-Men into this, and the X-Men never leave anyone in danger."

Fury sighed and put his head in his hand. "Murdock?"

"If it'll shut 'em up, they can tag along _quietly_ and discreetly." the blind man replied.

Fury sighed and lit a cigarette, leaning back and taking a puff.

"I know these things'll kill me, Charles!" He exclaimed suddenly, sitting up and glaring at the old man. "But damn it you and your students argue so much..."

_-*  
__Xavier Institute  
__September 27th, 17:43 EST_

Emma laughed, twirling in the air, her cape flowing. Her icy blue lipstick and eyes seemed to match her earrings and short necklace perfectly. Her blonde hair blended in almost perfect unity with her costume, that itself was all white. A short, pointed white top was attached to her cape and revealed much of her upper-body. She had on long, skin-tight, white pants. Her feet were covered with a pair of small, white snow boots. Her hands were clad in long, white gloves that went well past her elbow.

The telepath turned and shot a wave of energy at the students on the ground. They yelped and dodged out of the way. Emma laughed again. She loved playing and training with the other students. With Charles building Cerebro still, and his recent depression, Emma had been confined to the indoors on telepathic duty to detect new mutants. It was tiring and boring.

Something hit her in the back of the head and she caught it, spinning around. It was a crumpled tin can.

"Alright," she laughed, her voice full of glee. "Who threw that?"

"I did." A dark voice came. Emma spun and was so surprised, she actually lost concentration and fell a short ways before catching herself.

"Erik!" she exclaimed out loud. "You look...different!"

"You look for the better," the old man responded. "It's nice to see you again, Emma. How I have missed your company training our young proteges."

"Is that why you're back? You want to re-join the Institute?" Emma asked. Silence. "Erik?" Emma tried to probe into his mind, but yelled an exclamation of pain, the telepathic signal bouncing off.

"You may call me **Magneto** now, and this helmet deflects telepathic signals. Do not try and breach it. It is impossible." Erik replied, descending upon Emma, forcing her to land on the ground, backing up in front of the students, her arms extended like those of a watchful mother. Her body glistened and she became a walking diamond, glittering in the evening light.

"I am not hear to hurt you, Emma." Magneto called, not to her, but to the crowd of students. "I am here to offer you help!"

"Help?" Emma asked, not diverting from her diamond form. "You act as if you are going to war with us, Erik!"

"**Magneto**!" The mutant exclaimed boldly, loudly. "And I am not the one going to war with my best friend, Emma!"

"What are you talking about?" Emma demanded.

"Charles has declared war on us!" Magneto exclaimed, hovering into the night sky.

"No he hasn't!" Emma returned with equal force.

"He has!" Magneto returned. "I didn't want to believe it at first, either, Emma. But I heard it myself! He has stated that if we are not with him and those dreadful...homo-sapiens, _then we are against him!_"

Whispers ran through the student body.

"Do not believe him!" Emma called. "Do not believe _one word_ he says!"

"My brothers! My sisters! I have proof of the conspiracies against us!" Magneto yelled. It was a risky move considering he had none, but he was sure most would forget by the time the arguments were done.

"He is _lying_!" Emma yelled. "Charles would never do something like this!"

"Wouldn't he?" Shiro demanded, stepping past Emma's diamond-jeweled body. "We all saw how he blasted us last night with his mind-voo-doo stuff! What's to say he didn't threaten Magneto for exposing the plot against us!"

"The Professor wants us to live in peace!" Kitty yelled, marching forward to opposite Shiro. "The last thing he would want is war!"

"Living in fear isn't living! I _will_ show you that, my brothers! My sisters!" Magneto yelled. "I am not asking you to make up your mind right now, but I will be back at midnight tonight. Think it over and if you wish to come with me, be on the front lawn!" Magneto yelled, turned, and vanished into the sky.

Emma waited a moment more before returning to her human form. She turned to look at her students. They were already looking at her, expecting answers.

What was she to do?

_-*  
New York State Penitentiary  
__September 27th, 21:21 EST_

"This can go easy for you, Evan, or it can go hard. The district attorney is offering you one last chance to admit to your part of the robbery, testify against the other men involved, and in return, they'll lower your sentence from _execution_ to a minimum of twenty years." Murdock said, leaning against the wall outside the cell where the young man charged with murder sat.

"I'd tell you to read my lips, homie, but I forgot you can't see nuthin'." Daniels retorted.

Murdock laughed quietly. "I'm here to save your life, son; I'm not here to bully you." Murdock pulled up a chair and sat down. "I'm going to be here all tonight 'till they drag you to court tomorrow."

Daniels humphed and leaned back in his cell, arms folded over his chest.

Almost two minutes of silence passed.

"You want to know an advantage of being blind?" Murdock asked.

Silence.

"I can beat the _pants_ off of any kid in a staring contest."

Daniels shifted uncomfortably, causing Murdock to smirk.

To protect Murdock, the X-Men had split up. Professor X waited in the car as the getaway driver while Jean and Yukio took up a position on the roof of Worthington Labs across the street from the prison. Slade and Scott stood guard in the alleyways on either side of the building.

It was dark on the rooftop, the only light coming from an old yellow streetlight that looked as old as the Labs themselves. The portion of the rooftop that Yukio and Jean were on was only thirty square feet, covered in gravel with ventilation shafts dotting the flat area like paint drops on a blank canvas.

Yukio was back in her armor, the yellow and red colors on the suit had been dulled to better hide her in the shadows. She had switched masks from the one she had been wearing on the Heli-Carrier. This mask had small ears pasted on the side and slits for eyes. The goggles she had propped up on her forehead, when they covered her eyes, made her look like an owl. The yellow-black lights glowed in the night. She had gold outlines on her face that furthered the look of an owl's head. She had a jagged cape on, resembling owl's wings.

Jean was dressed in a rather simplistic costume. She had on a dark green, form-fitting long-sleeve shirt. The collar started halfway up her neck and seem based on an upturned collar on a coat. On the dead center of her chest was a bold, yellow "X" that sat inside a circle of the same color. The way the suit was fabricated, it looked like she was wearing body armor. Obviously, this wasn't true, due to the curves the suit showed off.

Her pants were designed the same way, dark green as well with yellow highlights and kneecaps. She had on a yellow utility belt that hugged her hips to the extent one could have thought it was part of her shirt. Her hands were covered with fingerless yellow gloves and her feet with slightly heeled boots of the same color.

Over all of this she wore a trench-coat. The coat was made of a black leather with cream-colored fur on the inside. This was where Jean stored many of her equipment: in easy to reach pockets inside her coat. Other than protect her from the rain, however, her coat provided the protection her body-suit alluded to. Packed between the black, slick leather and the plush fur insides was a layer of kevlar, protecting most of her body from bullets. Each of the jacket's shoulders had the same green "X" symbol found on her shirt, once again highlighted with yellow.

The young woman's brilliant red hair, even more impressive than her companion's, flowed freely around her face in the wind. Her emerald eyes seemed to sparkle as she studied the building. She wore no mask, for none was necessary. Her identity was already public, wearing a mask helped nothing.

The two sat in silence in the chilling night before Jean finally spoke.

"How long?" she asked. "I mean-How long have you two-you and Slade..."

Jean tumbled over herself, finally stopping in embarrassment. Yukio looked just as stunned. "How did you know?" she asked.

"I saw the ring on your finger earlier." Jean said sheepishly. "And you're still wearing it."

"Ah," Yukio noted, looking at her hand and the golden band. "Three months." She finally replied.

Jean smiled.

"What about you and Scott?" Yukio asked. "I don't see a ring on your finger..." she added teasingly.

Jean blushed a shade of red that rivaled her hair. "Ah, yeah. Scott and I just graduated college. We're taking our time."

"Why?" Yukio asked suddenly, turning to face the red-head.

"What?" Jean asked.

"Why are you taking your time?" Yukio asked. "You two love each other, right?"

"Yes," Jean answered almost hesitatingly.

"You two would give up everything to help the other, right?"

"Yes, of course, but-"

"You would never hurt each other on purpose?"

"No! Of course not!"

"Planning on dating anyone else?"

"No!"

"Then why wait, girl?" Yukio asked, tilting her head to one side. "If that's how both of you feel, why wait? You never know what will happen and you don't want to _not_ live your life because you're scared."

Jean nodded, thinking.

Something moved in the shadows of the neighboring building.

"Jean! There!" Yukio exclaimed quietly.

The manhole cover in the middle of the street had moved to the side. As silent and invisible as shadows, six figures left the manhole and darted towards the Penitentiary.

"Scott! Slade! We've got company!" Jean whispered into her com unit as Yukio slid her goggles down.

Murdock heard something smash in the room behind him and some cussing. He stood up, looking at the door.

"Oh, you in for it now!" Daniels exclaimed excitedly, jumping up.

Murdock clenched his fists. He heard a thump, then a second one in the room. The door opened and six figures walked in. They all had bizarre appearances.

The leader was a tall woman with an eye-patch and very _unfeminine_ muscles. She was dressed in a tank-top, jeans, and a dark trench-coat.

The second figure was a small girl, about three feet tall with one arm half the size of her torso. There was also a zombie, with the rest wearing cloaks or hoods, guarding their physical features.

"Matthew Murdock!" The woman with the eyepatch exclaimed.

"Who the hell are you and what do you want?" Murdock demanded, taking a defensive stance.

"My name is Callisto, and we are the Morlocks." She said. "We are here for Evan Daniels, a mutant whom you have been prosecuting for simply that fact. You are guilty of hate-crimes. What is the punishment for that, Mr. District Attorney?"

"I've heard about you." Murdock growled. "You're a group of _vigilantes_ and _killers_ who take humans and torture them right before you dump their bodies. You claim to be heroes to the mutant cause."

"We do what others will not!" Callisto exclaimed. "We fight those who are mutant-phobic and their supporters."

"Mutant-phobic?" Murdock asked blankly.

"We will consider leaving you be if you agree to release Mr. Daniels."

"Fat chance, lady."

"Take him!"

Three mutants moved in on Murdock slowly. Murdock smirked and slammed his foot into one's stomach, slammed the heel of his hand into another's jaw, and a third's jaw into his knee.

"That all you got?" he asked to the pleasant sound of moans and groans on the ground.

Callisto was slightly disturbed, and took a step back. She felt someone's body behind her and turned to look. A man in deep blue and yellow armor was standing behind her. He reached for two swords. Callisto turned back towards Murdock to see Yukio and Jean Grey. The final door on the right was blocked by Cyclops.

"Surrender!" Slade demanded, fingering the handles of his swords. "Or don't. I do _so love it_ when they don't."

Callisto was near-speechless. "Who are you? Why are you protecting this man?" Callisto rounded on Jean Grey. "Do you have any idea what he is doing?"

"He's prosecuting this boy for murder and trying to help him, yeah." Jean said, gesturing at Daniels.

"Evan Daniels is a mutant!" Callisto exclaimed.

By now, the three mutants that Murdock had taken out were slowly standing up and returning to Callisto's side. Slade grew uneasy. He could have taken out the three mutants with Yukio and the X-Men's help probably, but six? Slade wasn't as confident as before.

"He still committed murder!" Jean replied. "He doesn't get an exception just because he is mutant! That's just as unfair as executing him without cause, just because he is a mutant!"

"You are taking _their_ side?" Callisto hissed. "He is a human! You are a mutant! He will cut you down as soon as you stop being of use to him!"

Jean opened her mouth to retaliate, but Scott interrupted.

"I'm sick and tired of fighting over humans. Leave or take an ass-beating."

Callisto pulled two pistols off her hips.

"Ass beating it is then," Scott said, and blasted a burst of energy at the Morlocks.

_-*  
Washington, D.C.  
__September 27__th__, 21:36 EST_

"Sir!" Kelly's secretary exclaimed as she entered his office.

"What is it?" Kelly demanded, looking up from a stack of papers. "I'm very busy at the moment, and—"

"Sir the Morlocks, X-Men, and an unknown third party are battling it out in the New York State Penitentiary right now!"

"Get a team up there! Get a team up there right now! I want them detained and at the Sentinel Project! Now!"

The secretary ran from the room.

_-*  
__New York State Penitentiary  
__September 27__th__, 21:37 EST_

Yukio rolled forward, planting her fist in a Morlock's stomach and knocking them into the ceiling. As they fell back down, she kicked them into a wall, effectively knocking them out. Across the room, Slade was battling Callisto and her zombie friend with his swords. Jean and Scott were side-by-side, backs to the wall fighting the remaining three mutants. Scott blasted them in their shoulders and knees, but by the time he had one downed, the previous one was back on their feet. Jean was tossing chairs, desks, paperclips across the room. The mutant with the enlarged hand grabbed Jean's leg and she froze in place, hardening into a statue.

"Jean!" Scott exclaimed.

Evan Daniels was the one who surprisingly turned the tide of the fight. As Murdock stood back, playing his part, Evan grabbed him and ejected a stick from his wrist putting it at Murdock's throat.

"All right, that's enough!" he called. Everyone in the room froze.

"Stop fighting or I slice the man's throat out!"

"You don't have to do this, Evan!" Murdock gasped out.

"My name is _Spyke_." The young boy returned, digging the stick into Murdock's throat. The next ten seconds were tense, both sides looking at Spyke before, finally, Scott raised his hands in surrender. Yukio and Slade followed suit.

"_Scott!"_ Xavier's voice echoed in his mind. _"There's a SWAT team coming in after you! Get out of there!"_

"Spyke, listen!" Scott said, stepping forward and keeping his hands up as Callisto freed the mutant. "There's a SWAT team coming in here for you. I suggest you leave Murdock and run before they get here."

"Smooth there, Cyclops." Callisto replied. "I hope you didn't _really_ expect that to work…"

"I'm not lying!"

"Sure," Callisto replied. "Alright, Morlocks! Grab Murdock and let's leave!"

The door Scott had been guarding burst down and something rolled in.

"GRENADE!" Slade yelled, tackling Yukio to the ground as it detonated. It was only a stun grenade, but it left the mutants dizzied. SWAT members swarmed the room and slammed two mutants into the wall, handcuffing them. Slade and Yukio disappeared into the smoke, Scott picked up Jean's frozen body and ran after them.

_-*  
Washington, D.C.  
__September 27__th__, 22:33 EST_

"You asked to see me?" Kelly said cautiously, holding open the door to the Oval Office.

"Yes, yes, come in." a deep, handsome voice responded.

Kelly walked in and shut the door behind him. The Vice President was tall, over six feet, and rather skinny. He had slick, combed back brown hair on his head and blue eyes covered by Harry Potter-esque glasses. He was wearing a grey suit and red tie. He seemed very nervous.

"I understand you made a move against the X-Men tonight." The voice started. The President's chair had it's back to Kelly, papers ruffling.

"Umm, yes…yes, sir." Kelly responded nervously, loosening his tie. "They, the Morlocks, and another group of unidentified mutants were attacking the New York District Attorney."

"As I understand it, the X-Men and this _other _group of mutants were defending the District Attorney when the Morlocks attacked them."

Kelly cleared his throat. "Hank, I was just—"

The President turned around. "That is _Mr. President_ to you, Kelly. You lost the right to call me _Hank_ when you began this witch-hunt against mutants!"

Three words entered your mind when you saw Hank McCoy: Powerful, Determined, American. In one word, cowboy. The President of the United States of America was tall, taller than Kelly even. What differentiated him from the Vice President was the build of his body. He had a large chest, and strong arms beneath his suit sleeves. His hair was dark, his eyes a true blue. He had a square jaw and straight, sharp nose. It was easy to see why Kelly was scared of him.

"I just talked to Charles Xavier and Nick Fury of S.H.I.E.L.D. They _both_ confirmed the same story. The X-Men and this other group of mutants were trying to help Mr. Matthew Murdock, District Attorney of New York City." McCoy said. He removed the glasses from his face. "Imagine that, Kelly."

"Sir?" Kelly asked nervously.

McCoy cleaned his glasses with a napkin. "Imagine humans and mutants working together to an end. But of course, that couldn't happen, because that would go against everything you stand for."

McCoy smiled, slid his glasses back on his face and tossed a newspaper to Kelly. "Tomorrow's headlines, Vice President."

**X-MEN SAVE DISTRICT ATTORNEY**

Kelly gulped hard and nodded. McCoy smirked and turned back around. "You may leave, now, Mr. Kelly."

Kelly hurried from the room.

_-*  
New York City  
__September 27__th__, 22:21 EST_

"Thank you, once again." Murdock said, shaking the hand of Charles Xavier.

"We're glad we could be of service." Charles replied with a smile. Scott leaned over to Jean, who had recovered from her attack. "It's nice to see Charles happy again, isn't it."

"Yes," Jean replied. "I think things are finally taking a turn towards the good."

Charles signaled for the two to follow him and wheeled off. Before Jean could follow, Yukio grabbed her arm.

"Good luck, you. And remember what I said!"

Jean nodded and hugged the other red-head tightly before following Charles and Scott.

_-*  
Sentinel Project Main HQ  
__Secretary of Defense Bolivar Trask's Office  
__September 27__th__, 22:43 EST_

"Yes, Vice President, we received your little gift." Trask said, glancing at the four cryo-tubes sitting in his office. "Yes, sir."

"We'll put them to good use."

X-23 was lying on her bed, looking at pictures of Amara and her friends that the latter had posted on social media sites. All of the ones with her in them had been removed due to some "Malware". Really, it was to conceal her identity as an agent of the government. X sighed and wondered what it was like to have friends. What was it like to have someone whom you considered your equal, someone who was there for you, someone who you could do things with, someone—

Rogue walked into the room and X quickly switched the phone for a book on maiming someone. She pretended to be reading it as Rogue changed into her pajamas and climbed onto the top bunk. There was silence in the room once again. It wasn't until X went for her phone that Rogue spoke.

"Are you okay, X?" she asked.

"What?" the assassin responded.

"You seem kind of…off recently. I just wanted to make sure you were okay." Rogue replied.

X went blank. What was Rogue implying? Did she know what X did in her spare time? The young girl decided to play stupid.

"I—I am fine. I am just tired."

Rogue nodded distantly. "Okay, but if you need anything—"

"I know." X said, locking her phone and closing the book before turning on her side to face the wall and go to sleep.

_-*  
Xavier Institute  
__September 27__th__, 23:03 EST_

Xavier wheeled off the helicopter with a broad smile on his face. Fury nodded at Scott and Jean before taking off. Scott grabbed the Professor's wheelchair and pushed him towards the house. "Feeling better, Professor?" Scott asked.

"Much better, Scott. Thank you both."

Jean and Scott glanced at each other. "For what?"

Before Xavier could reply, Kitty, Bobby, and Storm came running down the path.

"It's good to see you back, Storm." Charles greeted. He glanced at Kitty and Bobby. "What is it, my students?"

"We're so sorry, Professor! We tried to stop them, we really did!" Bobby exclaimed.

"He was too strong, and they wouldn't listen!" Kitty added.

"What is it?" Charles asked. "What's happened?"

"Magneto came back for another round of recruiting, Charles." Storm narrated. "He took half of what was left of us and—"

"And what?" Charles demanded. "Storm! Talk to me!"

"Shiro, when Emma tried to stop him from leaving, he—he—She's in the medical wing, Charles. Forge is monitoring her. She's in a coma."


	5. S1E04 Thriller

**Thanks so much for all your guys' support on this series! I appreciate the reviews and follows! As usual, please leave a review below so I know you read this episode and you enjoyed it! If you want more details about the series, go check out my profile, and for round-the-clock updates, subscribe to my Twitter (link on profile)!**

**AN: I hope you all enjoy this episode because I have been working on it for over two weeks. This episode alone is (12,000) words long! It includes stories from **_**all**_** the plotlines so far this season as well as introducing a few. We're getting some new characters this week, and because this is the Halloween episode, there are tons of Easter Eggs! See how many you can find! There's a total of (20)! Other than the hard work and large content this episode brings, I was also writing this episode after having an operation done and then when I was very sick. Now enjoy the latest episode of X-Men: Standing Guard!**

Kitty moved her head to the music blaring in her eardrums. She even started humming it before Amara had finally had enough and shoved her shoulder gently.

"What?" Kitty asked, opening her eyes. It was only then that she noticed Amara, Bobby, and Kurt staring at her.

"Was it that bad?"

Kurt held out his hand. Kitty reluctantly handed over her phone.

"I told you, only do that in your room. It disturbs me!" Kurt exclaimed, slipping the phone into his pocket.

"Oh come on, I'm not, like, _that_ bad!" Kitty exclaimed, brushing her brown ponytail over her shoulder.

"Yes, you are!" All three of her audience members exclaimed a once.

"You guys, like, don't know what you're talking about!"

"Let's get off this hostile situation before someone does something stupid." Bobby said. "So who are you guys going as tonight at the Fright Night? And more importantly," A devilish grin spread across Bobby's face. "_Who_ are you going with?"

"I don't know if I'm going or not." Amara said, twirling her fork on her plate. "I don't have a date, I just got here, and I've never done trick-or-treating before!"

Everyone stared at her.

"What?" she asked. "We don't do that type of thing in Nova Roma! We normally do Gladiator Night," Amara's eye lit up like fireworks. "Now _that_ is _fun_!"

"Girl," Kitty said. "You are so, like, messed up, y'know? How could you have _not_ done trick or treating? It's, like, the very _definition_ of Halloween!"

"I dunno. Daddy wasn't big on American traditions..." Amara replied.

"Well what if you come with me?" Bobby asked. Kitty glared at him. "I mean...us!" he corrected. Kitty's glare intensified. Bobby glanced desperately a Kurt.

"Don't look at me, man!" Kurt exclaimed. "I've already got a date!"

"Who are you going with, Kurt?" Amara asked.

"Amanda Sefton." Kitty jumped dreamily, mockingly. "They've been going out for almost a year and a half now! They are _so_ in love."

"Oh, shut up, Kitty!" Kurt exclaimed, throwing an apple slice at her. She phased and it landed on the floor.

"So what's Amanda going as, Kurt? Blue she-demon?" Kitty snickered.

"Wery funny, Kitty."

"Okay, cut it out you two!" Bobby exclaimed. "What are you going as, Kurt?"

"Amanda is going as a vitch, and she vanted to do couple's costumes, so I'm going as a vizard." Kurt replied sheepishly.

Kitty almost burst out laughing right there. She managed to subdue it, slightly, behind her hands.

"Vhats's so funny?" Kurt demanded.

Kitty couldn't stop laughing to reply. She managed to gasp out something, but no one understood her.

"I think that's cute, Kurt." Amara said sweetly.

"Vhat? Der couple's costumes?"

"No, the fact that you're doing it for Amanda."

Kurt blushed.

"What about you, Kitty?" Amara asked. "What are you going as?"

Kitty, who was still wiping tears from here eyes replied something about a cat costume.

"What about you, Bobby? Do _you_ have a date tonight?"

"Not anymore he doesn't!" Kitty cut in front of him.

"What? Oh, come on, Kitty! I was just trying to be nice!"

"I'm not talking about it!" Kitty replied, turning to the side. "You'll just have to go with Amara!"

Amara, who was sitting, looking slightly amused, frowned. "But I don't have a costume!"

"Jean can help you find one!" Kurt exclaimed. He looked into the distance. "Did ve get a new teacher or someving?" he asked.

"God! Look at the size of that dude! He's got to be six, six!" Bobby exclaimed.

"I think he heard you!" Kurt exclaimed.

A shadow loomed over Kitty and she turned quickly, catching her breath.

Standing above her was a towering hunk of _handsome. _His chest, his arms, even his neck was muscular. His eyes were this bright blue that betrayed a sense of innocence within the man. His jet-black hair was messy, hanging around his face. Kitty caught her breath again, not out of fear, but out of...something else.

"Hello." she breathed.

"Are you..." the man squinted at his sheet. "Kitty Pryde?"

"Yes." Kitty replied dreamily.

"Yes" Bobby mimicked behind her. He and Kurt burst out laughing. Amara shot a beam of heat at each of their forks and they dropped the sizzling pieces of metal to the table, rubbing their hands.

"I'm Piotr Rasputin." He greeted in a thick russian accent. "I'm a new student here and you are my welcome buddy."

"Student?!" Bobby mouthed to Kurt.

"Ah, haha, yes I am!" Kitty replied, standing up. "It's nice to meet you..."

"Piotr," He replied. "You can call me Peter if that's easier."

"You don't mind?" she asked.

"Oh no, I'm quite fine with it!" Piotr replied.

"Okay. Umm...this way?" Kitty asked, wandering off to the other side of the cafeteria.

"A student? At _that_ size?" Bobby demanded. "How many times did he fail Kindergarten?"

"Oh shut up you two. Why can't you leave Kitty alone?" Amara demanded.

Kurt and Bobby stared at her blankly.

Her heart beat like normal. Her breath rose and fell like normal. She looked as if she were asleep, but she wasn't. Emma Frost was in very real danger.

Charles sat by her side. The beautiful blonde was still in her limbo-like state. She felt no time pass and was completely unaware of what was going on around her. No one was quite sure what Shiro had done to her, only that the NYPD had found his body in the sewers one week after his defection. Charles knew what Magneto had done.

Jean stepped into the room.

"Anything?" she asked.

Charles shook his head regretfully.

"Cerebro picked up a new mutant in Scotland." Jean said. "Everyone's gathering in the Dark Room for a briefing. You coming?"

"No," Charles responded, gripping Emma's hand.

"Professor. We're just retracing footsteps here. The only way for us to get better, for you to get better, for her to get better, is for us to do some good. At least attend the briefing." Jean urged.

Charles sighed. "Very well."

The Professor wheeled himself from the infirmary down to the other end of the hallway where the Dark Room was. Storm, upon seeing him, went the direction he had just come from. The X-Men had made sure that someone was always near Emma in case she woke up or her condition worsened. Storm and Forge mainly took care of her. Jean was the only doctor around, so she was with Emma a lot too. There wasn't much that the red-head could do, a coma was a near-death state. There was no clue when or if she would wake up.

Forge, Scott, and Danielle Moonstar were all waiting within.

Danielle was a Native American in her early twenties. She had deep, sun-kissed skin, harrowing blue eyes, and straight brown-blonde hair that was occasionally braided. She normally worked on her own, but with the recent split of the X-Men, she had decided to stay on more permanently. She smiled at Jean as she entered.

"Where's Kitty?" she whispered.

Kitty was very much an adopted daughter to Danielle, who had been found by Kitty half-dead in an underground cavern. Danielle had stayed with the X-Men for a short time with Kitty until she felt her calling elsewhere. The two still wrote each other.

"She's at school." Jean replied.

"And how's Emmy?"

"Unfortunately, we don't really know. She's still in a coma."

Danielle looked down.

"She'll be fine." Jean reassured, putting a hand on Danielle's shoulder. "Thanks for coming back. Kitty will be thrilled to see you."

Danielle smiled.

Wolverine walked on screen and everyone turned.

"Alright, listen up! The file you sent over, Jean, we processed it. Kid's name is Rahne Sinclair. She's about fifteen, lives near Fife, Scotland. Red hair, blue eyes, though we don't know how much that's changed..."

"What?" Scott asked.

"There's been reports of a "were-wolf" around the town. Fury believes she's a lying something or other."

"Lycanthropic?" Jean asked.

"Yeah, something like that."

"A what?" Danielle asked.

"It means she is, quite literally, a werewolf." Jean replied.

"Ah!"

"Well it's Halloween, so I doubt any of the younger kids are coming with us." Scott said. Jean and I'll go with Danielle?"

The two girls nodded.

"What about you, Professor?"

"If it's alright with you, Scott. I'd rather sit this one out. I don't think I'd be of much use on this mission."

"Well we still need a fourth team member. It's standard protocol." Scott said.

"Well I've got some great news for you, kid." Wolverine said gruffly. "Fury ordered me to come with ya."

**X-Men: Standing Guard**

**Season 1 Episode 4**

**"Thriller"**

_New York_

_October 31__st__, 15:56 EST_

"Where's Kitty?" Bobby asked.

"She stayed behind to help Piotr with homework. Probably ask him out to Fright Night." Amara replied.

"I still don't like that guy. I'm going to ask Jean to look him up." Bobby said.

"Some-one is jeal-ous!" Amara sang.

"No!" Bobby exclaimed. "I'm just concerned!"

"You're jealous." Amara replied matter-of-factly.

A helicopter buzzed over the two heading towards the mansion.

"That was S.H.I.E.L.D." Bobby said. "I wonder what happened."

There was a pop behind them and Kurt appeared, a dreamy smile on his face. Bobby and Amara looked at him, both very amused.

"Vhat?" Kurt asked.

"You, um, you've got some—" Bobby gestured at his cheek.

"Oh!" Kurt blushed as he wiped the lipstick off.

"Well, now that everyone but Kitty's here, we need to go see what S.H.I.E.L.D. wants." Bobby said.

By the time the three mutants had made it inside the gates to the X-Mansion, the S.H.I.E.L.D. helicopter was sitting quietly on the front lawn. Kurt teleported Amara and Bobby inside to the Dark Room.

"Vhat's going on?" Kurt asked. "Vhy is S.H.I.E.L.D. here?"

Wolverine turned. "Good to see you too, elf."

"Wolverine!" Kurt exclaimed. "Vhat are you doing here?"

"Wolverine's going in the field with us." Jean replied. "And there's someone here for Kitty. Where is she?"

Amara snickered and Bobby fumed.

"Ah, she's at school helping a new student vith his homevork." Kurt replied uneasily.

"More like making out with him." Amara replied under her breath.

"Amara!" Jean and Bobby exclaimed.

"Kitty would never do that!" Jean said.

"Sure," Amara said. "I'm going to my room. By the way! I was told to ask you for a costume for tonight's Fright Night."

"Oh?" Jean asked. "Who are you going with?"

"Bobby volunteered." Amara said. "But I've never gone trick-or-treating."

"Uh-huh." Jean said, raising an eyebrow at Bobby. "Sure, I can help you. We've got about two hours before I have to go."

"Go?" Bobby asked.

"Yeah, Scott, Danielle, and I are going to Scotland with Wolverine. Cerebro picked up it's first mutant today!" Jean replied.

"Awesome! Who is it?" Bobby asked.

"She's a werewolf." Jean replied simply.

"Oh." Bobby shivered. "I hate dogs."

_Unknown Location_

_October 31__st__, 16:00 EST_

"Wanda!" Magneto called as the brunette passed his doorway. "Will you come here for a minute?"

"Yes, father?" Wanda asked, stepping into her father's office.

Iceberg M, as Magneto was calling it, had developed greatly since their arrival a month ago. There were now small rooms set up for each mutant. There was a storage silo and Magneto's offices. The mutants had accomplished much and would continue to do so.

"Another ship is coming in I presume?" Wanda asked. "And you want me to raid it?"

"No, my daughter. I have a much more important task for you."

Wanda raised an eyebrow.

"My sources tell me of a mutant hiding in New Jersey. He goes by the name Todd Tolanski. I would like you to recruit him to our cause before the humans or Xavier gets to him."

"Yes, father." Wanda replied, leaving the room.

_Sentinel Project Main HQ_

_October 31__st__, 18:23 EST_

Rogue tossed the guard a hundred and he picked up his coffee cup, leaving the guard station. The southern belle reached in and turned the cameras on a loop before proceeding into the prison bay.

Rogue always got homesick when she was talking to Gambit. It was that odd mixture of happiness and sadness that made her so in love with the Cajun. She passed the other cells, most of them empty, to Gambit's. He sat up suddenly when he saw her.

"Hello, Rogue!" he greeted.

"Cardshark." She returned.

He tucked away the explosive resistant cards in his jacket pocket. "What are you doing here?"

"Well it's a slow day, I figured I was bored enough t' drop by."

"I'm deeply wounded, Cherie." He exclaimed, clutching a hand to his chest. Rogue smirked.

"Well if I'm that much of a bother, I c'n just leave."

"Nah! That ain't what I meant." Gambit exclaimed. Rogue's smirk only increased.

"You got anything specific you wanna talk about?" Gambit asked.

"Not really, naw." Rogue replied. "I thought maybe a game of poker would suffice."

"Strip poker?" Gambit asked devilishly, his red eyes glinting in the artificial light.

"Ha! In yo'r dreams, swamp rat!" she exclaimed.

"Well what's the point of playin' if there ain't nothin' to win?" Gambit asked.

"Well, if I win, I'll think o' some'in' t' ask from ya." Rogue said.

"And if I win, cherie?" Gambit asked.

"Well you'll just have to find out, won't ya?" Rogue replied sexily.

Gambit smirked and shuffled his cards. "I deal."

_Xavier Institute_

_October 31__st__, 17:34 EST_

"Are you sure we can't convince you to come, Professor?" Bobby asked.

"I need to stay here with Emma." Charles replied. "But thank you for inquiring, Bobby."

"I think Bobby's just inquiring because he's scared of Kitty." Amara said, a smirk in her voice, as she descended the stairs.

The brazilian was drop-dead _gorgeous_. She seemed to glow with a heavenly light, making her appear as an angel that had descended to Earth. Amara seemed taller and more regal than the girl Bobby had been talking to this morning. She was wearing a white, sleeveless dress with gold embroidery and outline. The neckline curved just to the start of her chest, and the dress went all the way to her ankles. It was loose and didn't hinder her movements. A slit up her right leg, coincidentally facing Bobby, showed almost her whole leg and gave the innocent young girl an air of sexy that seemed almost inappropriate for her, but she definitely managed to pull it off.

The sandals on her feet were just as roman as her dress. She had on several large gold bracelets dangling from each wrist and three to five rings on each finger. Her brown hair was straight and long, beautifully pulled back and adorned with more gold. Silver earrings with gold highlights hung from her ears. Finally, a golden crown with red, green, blue, and clear jewels adorned her head, pushing her hair back.

Amara's skin seemed to be even smoother than normal. She had on gold eyeshadow and slight blushes on her cheeks, with lipstick that seemed to show off her luscious lips as the main attraction. Bobby wasn't sure of he was going to Fright Night or a roman-themed Prom.

"Ho-ly..." Bobby said, his jaw literally dropping.

Amara ran a finger through her hair nervously. "How do I look?"

Bobby couldn't tear his eyes away to respond. Amara waited nervously.

"You look beautiful, Amara." Charles said. He looked over at Bobby and gave him another five seconds before kicking him sharply.

"Ow! I mean-wow. Amara, you look..."

"Choose your words carefully, IceDork," Amara smirked. "Or you'll be attending Fright Night all alone."

"Is there a word to describe her?" Bobby asked, turning to Charles. The man replied "no" with a clever smile. Scott walked into the room and almost dropped the box of supplies he was carrying.

"Wow!" he exclaimed, then once again. "Wow!"

"Oh pick your jaw up, Summers." Danielle said as she passed him. "She's not the first girl you've seen." The native american turned and winked at Amara. "You look good, kid."

Jean levitated down next to Scott and looked at Amara. "I think I did a pretty good job." she said, placing her hands on her hips.

Amara moved gracefully towards Jean and hugged her tightly. "Thank you _so much_."

Jean laughed. "You're welcome." she replied.

Amara moved off next to Bobby. Scott turned to her.

"Tell me you made on of those for yourself."

"I dunno, Scott." Jean replied, still looking at Amara. "I thought you said you liked me better without a dress." the red-head moved seductively off, putting just enough of a swing in her hips.

Scott's raised his eyebrows and no one was quite sure what his eyes were doing behind those glasses.

"What the hell's taking so long?" Wolverine demanded, standing in the doorway.

"I'm coming!" Scott huffed, picking up the box and lugging towards the door. Wolverine let him pass, turned to Amara and winked with a smile before following Summers outside. Danielle and Jean were already outside at the helicopter which was humming, ready for take-off.

"How long will you be gone?" Amara asked as the present students walked onto the front yard.

"Shouldn't be more than a day or two. We've got to fly over, find her, then recruit her, fly back. Piece of cake!" Jean said.

"Good luck!" Charles said, waving his hand at the helicopter. Bobby and Amara yelled good-bye until the helicopter was out of range.

_Redacted Location_

_October 31st, 17:45 EST_

Piotr had agreed to walk Kitty to the gates of the Xavier Institute. The duo, who had coincidentally had the exact same classes, hadn't stopped talking much since they met. Kitty had invited him to fright night and the two were discussing costumes.

"What about a soldier, or Captain America!" Kitty turned and eyed him over. "Yeah! I think Captain America would be good for you. Fit, handsome, tall and strong..."

Kitty realized what she had just said and blushed sharply. The helicopter that had just left the mansion buzzed overhead.

"S.H.I.E.L.D..." Kitty muttered, following the helicopter.

"What?" Poitr asked.

"Um, nothing! I need to hurry and get back to the Institute. I'll see you tonight?" she asked, running off.

"Kitty!" he called.

"I'm really sorry! I _have_ to go!"

"No! Kitty! Watch out!" Piotr yelled again. Kitty turned and banged her head into a metal pole and fell to the ground, dazed. The pole was attached to some scaffolding, and when Kitty hit it, she shook it just enough for the whole scaffolding to start to fall down.

"Ah!" she exclaimed, holding up her arm to brace the impact and phased.

Nothing fell on her though. She looked up to see Piotr...but not Piotr. The thing standing above her still looked like Piotr, same size, same build, but his skin had changed to a silvery metal, as if someone had painted him with steel. He was holding up the scaffolding. Kitty darted from underneath it and Piotr moved, dropping it onto the ground. He turned around, the metal on his skin disappearing under his skin the way Kitty phased into the floor. She looked at him in awe, and he her in shyness.

"I am sorry." He started, looking away. "I did not want to tell you that I was a mutant. I was afraid you would resent me for it."

"Resent you?" Kitty exclaimed. "That's amazing Peter!"

"You are not...scared?"

"No! I mean, it shocked me a bit, but...look here!" Kitty ran at the wall, doing a somersault-

-and came out on the other side, waving to Piotr from within.

"You're a mutant too?" he asked.

"Yeah!" Kitty exclaimed. "This is, like, so cool!" she exclaimed. Her phone beeped and she looked at it. "Oh my gosh! I totally have to go, like, right now! I promise we'll talk about it more tonight!"

Piotr watched Kitty run off with a distant smile on his face.

Kitty turned the corner and got halfway to the Institute when she slowed, finally stopping a hundred yards from the front gate.

What should she do about Peter? If she told Professor X and the others, they would want to bring him in to the Institute and train him. But now was a bad time at the Institute, what with everyone gone, Emma who could very well die any day, Charles in his depressed state...

Kitty simply wanted someone she could share her life with who wasn't part of it. She wanted to be acknowledged and accepted as a mutant by someone like Piotr, but she didn't necessarily want him to be an X-Man and start being a member of the team, otherwise it was a bigger Bobby all over again.

Kitty decided that, for now, until things got better, she would keep Peter a secret.

_Sentinel Project HQ_

_October 31st, 18:45 EST_

"Full house, cherie." Gambit smirked, laying his cards on the table. "Hard to beat."

Rogue sucked in her breath sharply and looked at her hand nervously for a few seconds.

"Hard to beat..."

Rogue laid a straight flush on the table, watching with pleasure as Gambit's smile disappeared.

"...but not impossible."

"Wha-what...but..." Gambit stared a the cards. "You cheated!" he exclaimed. "Gambit can't be beaten!"

"Gambit _has_ been beaten." Rogue replied with a devilish smirk.

Gambit continued to stare at the table, then at the empty space after Rogue had moved it back inside his cell.

"Wanna know what I won?" Rogue asked.

"Well it can't be that bad," Gambit replied. "I ain't got nothin' t' give ya, Rogue."

"Oh, you got something t' give meh alright." Rogue replied, standing up and stretching. Gambit looked slightly confused and eyed her carefully. Rogue slid open the prison door just enough to squeeze in. She walked towards Gambit. He stood up.

"Hey!" he exclaimed. "What're ya doin'?"

Rogue grabbed the back of his head and pushed it towards her, pressing her lips to his. Gambit's eyes widened in shock. It took him slightly longer than two seconds to wrap his arms around Rogue's waist and kiss her back, strongly, passionately.

Rogue smirked as she felt his hands slipping beneath her waist to cup her butt. What she _didn't_ feel was his hand slip into her back pocket and pull her wallet out. He slid it up his sleeve and finished the kiss.

"Now see?" Rogue asked, putting a single finger on his chest and twirling it about. "That wasn't so bad!"

Gambit nodded and tried to lean in for another one, but Rogue shook her head. "Not tonight, Cajun Boy." She replied, backing out of the cell. "You _lost_, remember?"

"If that's what I get when I _lose_," Gambit said. "What do I get when I _win_."

"Play a better game and you might find out!" Rogue smirked, walking—almost skipping—down the hall.

Gambit sighed and leaned back in his chair. "G'night, Cherie." He whispered. "And Good-Bye" he added, eyeing the wallet.

New Jersey

_October 31__st__, 19:04 EST_

Wanda sighed. She was loyal to her father, devoted, willing to do anything, but she was pretty sure this broke some sort of rule.

The brunette was in her mid-twenties, yet here she was, dressed up for Halloween looking for a mutant. Her costume, elaborately chosen by Lorna, was that of a sexy vampire. A low cut, blood red top that showed, in Wanda's opinion, too much of her body, dark, skin-tight, ripped jeans that the witch absolutely loathed, combat boots, a trench coat of the same black and blood red material and so much Gothic jewelry, Wanda thought it would screw up even _her_ magic.

She sighed and waved a hand at one of the gaping boys, causing him to fall down and land in a puddle of spilled sewage. She continued down the street.

Todd Tolanski was going to be hard to find; a fact due to, not only all the crazy costumes, the nature of criminal Tolanski was. He was a pick-pocket, and by a look at his record, a damn good one.

Tolanski had been caught dozens of times, but he had claimed hundreds of wallets for himself over six months. Wanda had to admit she was impressed. She looked around, the streets were more crowded here. Wanda closed her eyes and scanned using her magic. There were several mutants here, none of them important. She continued searching. On the corner there was a hopping signature, moving in between others.

"There you are Tolanski." she whispered.

_Scotland_

_November 1st, 06:04 GDT_

The village Rahne had grown up in was, in one word, quaint. It was small, only a few dozen houses, a mill, and other various businesses spotted the muddy streets dotted with old, worn, mossy stones. These houses looked older, poorer, yet somehow still cozy and inviting. There was a market set up on the flat part of town, large and wide-open. Half the village sloped up one of the surrounding mountains.

The whole place reminded Danielle of her old village, except this area was much wetter and greener while hers was dry and sandy, settled on the top of a mesa plateau. The houses here were made of wood and stone, those of her old village were made from dried clay.

Danielle grabbed Logan's arm, hooking hers in his. He looked down in surprise, then at her. "Danielle..."

"Oh, relax, will you?" she asked, smiling. "It looks better if we're a couple."

"As long as appearances are all it is." Wolverine said gruffly.

Danielle frowned and flinched away, looking hurt. She dropped his arm and continued to walk behind him.

Logan sighed. "I'm sorry, Danielle." he whispered. "It's just... we've already-"

"I know..." Danielle sighed. "I guess I came on a little strong." The native-american sighed and looked into the Wolverine's blue eyes. "I miss you, Logan." she whispered.

"I miss you too, _shaman." _He whispered back, throwing an arm over her shoulder. She sighed and leaned into it. The two walked a short distance before Danielle noticed a fruit stall. She walked over to it and picked up a few pieces of fruit, looking at them.

The stall owner said something in such a heavy accent that neither Danielle nor Logan understood her. Danielle asked her what she said. The woman repeated something, pointing at the fruit and then Logan.

"Take one?" Logan said. "Awfully kind of you." Logan extended his claws and grabbed a piece of fruit. Danielle's eyes widened and she quickly turned to the woman, her eyes glowing a supernatural grey. The woman smiled, turned around, and placed nothing in her cash box. Danielle ran off after Logan.

"Logan!" she hissed.

"What?" he asked, munching on the apple.

Danielle made a fisting motion and Logan realized his claws were extended.

"Oops," he said, sheathing the blades and catching his apple as it fell.

"You have _got_ to be more careful!" Danielle exclaimed.

"Sorry!" Logan replied gruffly.

_Fright Night_

_October 31st, 21:32 EST_

The Fright Night was set up in the back parking lot of the large, extensive high-school the mutants attended. The event itself looked like a country fair with booths set up in crowded, undefined pathways featuring various games and large, colorful prizes. There was a large, make-shift food court with cafeteria tables and a rough ring of stalls selling cotton candy, popcorn, and other carnival-style foods.

Some other, more community-oriented features, had been set up at the back of the parking lot and curving around the left. These included the hall of mirrors, a hay-ride, another ride through the forest where Friday the 13th, the Headless Horseman, and Jack the Ripper laid in wait, and a few bounce houses for any younger siblings forced upon the teens.

The attendees themselves were colorful. Over five hundred students were crowded in to the Fright Night, all dressed in costumes varying from Darth Vader and zombies to Vampires, and a few had even had the guts to take on the costumes of mutants or other superheroes.

Naturally, some drew more eyes than others and Amara drew the most. Her beautiful white and gold dress, with her gorgeous figure and perfect features, seemed to attract the eyes of ever girl and guy nearby, and left them talking even after she was gone. Amara seemed to be enjoying herself, though the same couldn't be said for her date: Bobby Drake.

The Iceman was dressed as Captain Kirk, though he didn't feel much like the fearless space cowboy. Bobby was still depressed from his row earlier with Kitty. The two hadn't talked all afternoon (though Kitty had only been at the Mansion for three minutes), and tensions were mounting.

Amara bought a cotton candy and sat down at a table with Bobby. She took a large bite out of her cotton candy and extended it to Bobby.

"Want some?" she asked.

"Naw, I'm good. Thanks, though." Bobby said, glancing in the direction of the feline-dressed Kitty and her giant, robotic boyfriend.

"Will you get over it?" Amara asked rather rudely and suddenly, taking a large bite from the treat in her hand.

"What?" Bobby asked, startled.

"Get over it! It's not like you two were ever for real! In the month you had been "dating"," Here the young girl used air quotes. "You broke up five times and argued the rest! I don't think you two kissed!"

"That's not true!" Bobby interrupted. "We did kiss!"

"And I bet it was bitter, too!" Amara humphed.

"Why are you so interested in my love life?" Bobby demanded rather angrily.

"Because you're acting like a dick!" Amara hissed. Bobby sat up straight. Amara didn't seem like the type to use that language.

"What?" he asked, startled for the second time in as many minutes.

"You invite me to Fright Night, which was actually a pretty nice thing to do in the first place, but then you want to sulk around all night! If you want to sulk or be angry, go do it to Kitty! I certainly haven't done anything to deserve it!"

"Yeah," Bobby replied, looking back at Kitty. "Go do that with the overgrown tin-can watching her and I might as well ask you to just fry me."

"You don't stop pouting," Amara said, pointing a smoking finger at him. "And that might just be what happens!"

Bobby looked rather alarmed. The situation was prevented from developing any further by the sudden poof of smoke and appearance of Kurt and Amanda.

"Did you just 'port?" Bobby demanded.

Amanda giggled, holding on tightly to Kurt. "What a rush!" she whispered, pushing her head into his chest.

Amanda Sefton was a year younger than Kurt, seventeen, and quite beautiful. She was biracial, half African-American, half Indian. She had long, brown hair with black beads braided into it that went slightly past her elbow. Her eyes were a beautiful, creamy chocolate brown with black pupils that seemed to glow with a firework-like excitement. She was almost as tall as Kurt himself (who was rather short, hovering just below six feet).

Amanda, though clearly dressed as a witch, had modified the costume to look more like something out of an online video-game than the classic halloween costume. She had on a silver, skin-tight body-suit that went from her shoulders and ankles to her neck. Over that she was wearing a ratty brown tunic and skirt that looked as though it had been worn by an actual witch who had been burned at the stake. She had a black, gothic belt that tightened the tunic to show off her soft curves. She was wearing knee-high combat boots and elbow length gloves of the same brown-black color of her top. Where her costume became interesting was the silvery knee-pads and thigh armor, highlighted with red, and the arm guards, starting with shoulder-plates, forearm and upper arm guards, elbow pads, and fingerless black gloves that went over the brown ones. She had on a traditional witch hat and a lot of gothic jewelry.

"Oh! Hallo, guys!" Kurt said, waving at Amara and Bobby. Amara quickly extinguished her finger as Amanda sat up, brushing a strand of hair out of her face. "How's it going for you? Amanda and I are having such fun!"

"I think you booby-trapped that hall..." Amanda giggled. Amara raised an eyebrow before responding.

"Well, things are pretty gloomy with Captain Depress-éd here." Amara said, jerking a thumb at Bobby.

"What happened?" Amanda asked.

"He and Kitty broke up...again." Kurt whispered.

"Wow, really?" Amanda asked.

Bobby had hidden his face in his hands and gestured towards Kitty and Piotr.

"Oh my God!" Amanda exclaimed. "Who is _that_?!"

"Piotr Rasputin." Amara replied back in a near-whisper. "And he is-"

"-hot!" Amanda whispered.

Kurt frowned, looking at the gentle giant and Kitty tossing baseballs at one of the stalls. The teleporter coughed loudly. "Vhat do you think of your first Halloveen, Amara?" he asked.

"First Halloween?!" Amanda exclaimed, turning to Amara in shock.

"Yeah," Amara replied sheepishly. "Where I'm from, we don't do Halloween."

Amanda stared at her in shock. "Have you been to the Hall of Mirrors yet?"

"No," Amara replied. "Mostly just a few mini-games and some food."

"Oh my Gosh!" Amanda said, grabbing her hand. "You've got to do it! Without the booby-trap boy." she added giggling, glancing at Kurt before running off with Amara.

Kurt and Bobby turned, watching the girls run off.

"That Pear-face Russian or what ever his name is is causing problems." Bobby said, purposely mispronouncing Piotr's name out of spite.

"Oh, I trust Amanda," Kurt said. "But Kitty?" he shook his head with a sly grin and let out a low whistle.

"Whats's that supposed to mean?!" Bobby demanded, turning to him.

"So what's the point of this?" Amara asked.

"To scare the living daylights out of you." Amanda giggled. Amara was beginning to wonder if Kurt had given his girlfriend something stronger to drink than lemonade. "Come on!"

Amara and Amanda ventured inside, cautiously.

"So what's it like, being a human and dating a mutant?" Amara asked.

Amanda looked at her with a raised eyebrow.

"Oh! I didn't mean it like racist, it's just-is it weird?"

Amanda continued forward. "Sometimes," she admitted. "It freaks me out when he teleports into my room without warning." She continued walking in silence for a second. "Though when he takes me with him, it's like riding a high-speed roller-coaster in a wind tunnel. Have you ever done it?"

"No," Amara said.

"It's so much fun!" Amanda replied. "Seize the opportunity if you get it."

"I will." Amara said.

A moment of silence passed, nothing to be heard but the girls' footsteps and the faint noise of the crowds outside.

"Do you want to know one of the most frustrating things about dating Kurt?" Amanda asked.

"What?" Amara asked curiously.

"When he has to teleport away and go save the day. I mean, I totally understand and it's really cool dating a super-hero, but...the X-Men's timing sucks."

"Yup." Amara replied. She giggled. "Super-hero?"

"Well yeah!" Amanda responded. "You guys have powers, secret identities, you save people. That's all the qualifications for being a super-hero!"

Amara thought on it as the two girls rounded a corner. Amanda started to giggle fitfully.

"What?" Amara demanded.

Something dropped down into Amara's hair and she shivered as it slid down her neck.

"Amanda?" she called quietly. The girl didn't stop. "Amanda!" she tried once again, louder.

Amanda rounded the next corner and Amara shivered as whatever it was began to slide down her dress. She turned around and grabbed it, ready to incinerate it...

...but it was only a toy spider. Amara sighed in relief. A huge burst of laughter burst out behind her. Amara turned sharply to see Amanda bawling with laughter, hands clutched over her stomach.

"Oh!" Amara called. "Oh I see!" she responded.

"You should've seen-the look-on your face!" Amanda gasped out.

"Yeah, yeah, hilarious." Amara huffed, putting her hands on her hips.

Amanda's laughing reduced itself to a point where the two girls could continue.

"Serves you right, anyway." Amanda said.

"For what?" Amara demanded.

"For talking to Bobby that way!" Amanda responded.

"You were _listening?!" _Amara demanded.

"We couldn't help it!" Amanda said. "But seriously, Bobby-"

Before Amanda could continue, something came clanking down the dark hallways.

"Is that another scary thing?" Amara asked.

"No, it's probably just Kurt messing with us again."

The clanking got heavier and closer.

"Wow, so scary." Amara huffed, hands on her hips.

"Come on, Kurt!" Amanda exclaimed, laughing. "We know it's you!"

A robot, about two feet tall, marched around the corner. It was metallic, black and purple with a dome shaped body and head. It raised a small gun and pointed it at the girls before opening fire.

"Water?" Amanda asked. "Well this _sucks_."

Amara yelped in pain and stumbled back. She lit up, her entire body turning into flames, a molten orange. Her hair stood up straight and danced like flames on a matchstick. Her eyes remained very human, black pupils, white irises. Jean had specially made Amara's dress out of fireproof material, so it didn't burn up. Amara clapped her hands and fired a beam of fire at the robot.

"Whoah!" Amanda said as Amara powered down. "That was a little...overzealous. It was just water."

"No, it was something else." Amara replied. "It felt like acid."

"Maybe it was just water and it hurt you because of your whole "Magma" thing."

"No, I can get in water." Amara replied. "This must have been meant for mutants only or something...like that soft drink last summer."

"But why would someone-"

Three more robots rounded the corner and opened fire. Amara burst into flames again and sprayed the robots with fire.

"Something isn't right." Amara said. "Go get Kurt and Bobby, tell them what's going on!"

Amanda nodded fearfully and ran off.

_Scotland_

_November 1st, 6:23 GDT_

The sun was rising higher in the sky, and Logan could feel the heat of it's rays on his skin despite the cold, wet temperatures of the mountain climate. He and Danielle had been patrolling the town for half an hour now with little luck of finding a location on Rahne. Logan hadn't been helping matters either, as he kept slipping up and mentioning mutants, using his claws, or something else. He could tell Danielle was getting frustrated.

"I'm sorry, Danielle." he said.

"Logan, I know you don't get out undercover much, but..."

"But?" Logan asked.

Danielle sighed. Before she could reply, their communication devices buzzed.

"Guys, we found Rahne's father. He's a priest and lives a few miles outside of the town. We're heading there now."

"We're on our way!" Logan replied. He jogged down the street, Danielle watching with a look of exasperatedness on her face.

"Why do I torture myself so?" she asked before jogging off after Logan.

"I figured someone would be here soon 'nough..." Rahne's father greeted them at the door. "Come in."

The man was tall and well-built. Logan guessed he was around his late fifties, grey hair creeping into his beard. He was wearing a grey, long-sleeved dress shirt with a few buttons undone on the top, grey hairs sticking out. He looked like a lumberjack, but with thinning hair and the worries of the world on his shoulders.

"Doesn't look much like a priest." Logan whispered.

"Logan!" Danielle scolded quietly.

"No, I don't." Rahne's father agreed. "I'm not a typical priest. I don't wear the robes and I don't run orphanages. I am here for those who need me, howe'er."

"Mr. Sinclair," Jean started. "We're here about your daughter, Rahne?"

"It's pronounced "rain", and I fig'red." Mr. Sinclair agreed. "Rahne disappeared a week ago, I haven't seen her since. I would 've gone into the mountains to search for her, but I was told not to go."

"By who?" Jean asked.

Mr. Sinclair looked at the cross on the mantle.

"Shortly after that, we started hearing rumors of a were-wolf in the hills, one that turned into a girl. I figured Rahne was cursed with a spirit."

"We believe she's breaking out." Scott said. "Err...her X-gene is forming and she's becoming a mutant."

"That could explain it too." Sinclair nodded, more to himself.

"Mr. Sinclair, do you know where your daughter might be staying?" Jean asked.

"I'm pretty sure." Sinclair responded. "We used to have a cabin up in the woods. We'd go there ne'r e'ery summer when she was a child. That's where she'd go."

"Thank you." Jean said, standing up. She shook Sinclair's hand and walked out the door with the rest of the X-Men. Sinclair stood at the open door, watching them leave with a concerned look on his face.

_Sentinel Project Main HQ_

_October 31st, 21:53 EST_

Gambit glanced at the small green piece of plastic in his hand. He twisted it in and out of his fingers, balancing it on his thumb before holding it in his hand and looking at it with his red-on-black eyes.

One card was a _very_ small amount of ammunition, and to break out of the Sentinel Project was a suicide mission in itself. Was it really worth his life to show off for one girl?

Then he remembered Rogue's smile, her sassy attitude, her body under his...

Gambit slid the card up the sleeves of his prison garment. He'd made plans to escape before. He knew where things were. As loudly as possible, he knocked over his table, pulled sheets off of his bed, and fell to the floor with an unh! He groaned as loud as possible, clutching his head.

The sole guard at the entrance ran down the hallway.

"What the hell's going on back here?" he demanded, pulling out his baton.

Gambit muttered nonsense, clutching his head before screaming in pain.

"What the hell?" the guard asked. "Roll over, Gambit! Now!"

Gambit pushed his nose just hard enough to make it bleed before rolling over, continuing to moan in agony.

"Oh man, oh man!" the guard whispered. He pulled out his walky-talky as he entered the cell.

"DC-52, we have a sick patient in prison bay. Requires immediate medical attent-unh!"

Gambit grabbed him by the throat, standing up with an evil grin, flames seeming to spark from his red eyes.

"Ain't you never heard of playing _coon_, boy?" Gambit asked before throwing the guard across the room into a wall. The guard hit the wall so hard he put a dent in the metal before falling to the floor. Gambit punched him once for good measure before swiping his radio, gun, baton, and ID badge.

"Let's get the hell outta this here dump, shall we?" he asked himself quietly before walking out of the cells. He looked around. "Now where did I leave my trench coat and staff?"

_Fright Night_

_October 31st, 21:55 EST_

"I don't know man, maybe we should go confront him; give him a little mutant action, show him not to mess with us..." Bobby said.

Kurt sighed and put his head in his hands. At that moment Amanda ran up.

"Guys! Amara's in trouble!" she exclaimed, her hair still swishing behind her.

Kurt and Bobby looked up in mild surprise.

"Those robots you win at the bean-bag stand? They're attacking her!"

Kurt glanced at Bobby before both of them burst out laughing, attracting the attention of Kitty. She told Piotr to wait a minute before jogging over to the mutants.

"Seriously guys!" Amanda exclaimed.

"At least _my_ prank vas believable!" Kurt exclaimed.

"Kurt! I'm being serious!"

Kurt looked at her, cocking his head to one side.

"Oh, come on, man!" Bobby laughed. "You can't tell me you believe that!"

"Believe what?" Kitty demanded.

Bobby yelped and turned around, staring at her.

Kitty was dressed in a full body catsuit with leopard skin, a white chest, even a tail! She had on a mask that left her face exposed and included ears and whiskers. She looked very angry.

"Uhh...uhh..." Bobby stammered.

"I think she's telling the truth." Kurt said.

"About what?" Kitty demanded.

Before anyone could answer, three of the robots rounded the corner of a nearby stall and set their eyes on them.

"Uh-oh." Bobby said.

"Anyone else getting a bad feeling about this?" Kitty asked.

"Yah!" Kurt said. "Let's get out ov here!"

The four darted down the cluttered, meandering paths. Bobby glanced back and saw the three robots running faster and faster, almost unnoticed by the humans. Bobby glanced around before stopping and blowing out of his hand. He ran to catch up to the others as the robots slipped on the frozen puddle, crashing into people nearby raising exclamations of surprise and disgust.

"In here!" Amanda exclaimed, darting down a side path into the hall of mirrors. Kurt was slightly reluctant, but entered anyway when he saw two more robots.

Amanda ran down the empty, reflective hallways expertly to where Amara was standing, breathing heavily and in full flame mode.

"Ahh!" Bobby exclaimed, backing away.

"Whoah!" Kitty breathed.

Amara was gasping, her fists clenched in the air, flames crackling off of them. At least seven robots were lying in various pieces up and down the hallways. She turned to the four new arrivals and directed a burst of flame at them. Amanda yelped as Kurt teleported her out of the way. The flame melted a circle in the mirror directly behind where Amanda had been standing.

"What the hell?!" she half-screamed, her hands up by her face, clenched, as if to protect her.

"Her powers are acting up!" Kurt warned Bobby and Kitty.

"Yeah! No shit, Sherlock!" Bobby exclaimed, clutching his blistering arm.

"Watch your mouth!" Kitty exclaimed, slapping his burnt arm. Bobby cursed.

"Guys!" Amanda exclaimed, pointing at the four robots rounding the corner. The machines brought their weapons to bear and opened fire. The mutants screamed in agony as they felt the acid biting into their skin.

"Bobby! Ice up!" Kitty exclaimed.

The space cowboy nodded, his body transforming into a figure of ice, similar to an ancient roman statue. He shot a beam of ice out of each hand and formed a wall of ice between the mutants and the robots.

"Phew!" Kurt breathed.

"Guys!" Amanda called again. Amara had rounded the corner and was getting ready to fire a burst of flame a them.

"We've got two options: the rock or the hot place!" Bobby exclaimed.

"Ice her, Bobby!" Kitty yelled.

"Are you insane?!"

"Now!"

Bobby stood up and fired a quick burst of ice at Amara's shoulder. It was enough to knock her out of her magma form and drop her to the ground. She stood up, shaking her head.

"Sorry, guys." she apologized.

"It's fine, Amara." Kurt said, putting a hand on her shoulder. "But ve need to go!"

"No! Wait!" Amara said, pushing Kurt to the side. The robots were banging against the ice wall. She turned with a wide smile on her face. "Don't you see? This is just like the Wizard of Oz!"

"What?" Bobby asked.

"And you think I'm out of touch with society...These robots are being controlled by someone, right?"

"Of course..." Amanda replied.

"So they have to be pretty close to control the robots, right?" Amara asked again.

"The man behind the curtain!" Amanda exclaimed.

Bobby looked lost.

"You and I are having a nice, long talk when we get back." Amara said. "But for now, we need to find who's controlling the robots and why."

_New York City_

_October 31st, 22:07 EST_

Wanda followed the continuing hopping signature of Tolanski. She had been following the mutant for two blocks already and was getting very tired. The hopping stopped.

"About time..." Wanda sighed, rounding the corner towards the stand-still signature. Someone tried to approach her, probably to ask her out, but she shoved him away and he narrowly missed falling in the pathway of a passing Bishop Publishing truck. He did, however, get completely soaked with muddy water.

Wanda pulled off the ridiculous charms and tossed them into a drain, wanting nothing to interfere with the possible battle she may have. She walked around another corner into an, actually rather well lit, alleyway.

The alleyway itself was rather wide, probably fifteen feet or so, and was lit by a light at the end and three others from the backdoors to chinese restaurants, barber shops, and the like. There were two dumpsters at the back of the alley, both ripe for picking up. The pavement had blood stains, dried vomit, holes and cracks and was covered with a sparse topping of old newspapers.

Tolanski was surrounded by about five gang-bangers, and they didn't look like his beneficiaries. They looked more like the wallet in his hand belonged to them. They glanced up as Wanda walked into the alleyway and stopped.

"Go away, lady." One said. He was tall and dark with long dreadlocks wearing baggy pants and a shirt to match.

"I'm here for Tolanski." Wanda stated.

"Well, when we're through with 'im,you can have what's left."

Tolanski swallowed hard.

"I'm going to give you one more chance." Wanda warned in a low voice. "Give me Tolanski."

The gang bangers laughed. "You crazy, lady!"

Wanda sighed and cracked her knuckles.

_Scotland_

_November 1st, 06:47 GDT_

The woods of Scotland were very green, luscious, and moist. They were very different from those of New York or anywhere else Danielle had been. These were soft and squashy, the ground sinking beneath your feet. The moss that seemed to replace the tree bark practically dripped with water, the leaves provided cool shade and a sense of aloneness in the vast world. This feeling of aloneness wasn't the depressing kind, it was the peaceful kind. Danielle breathed deeply, able to _taste_ that sweet forest air and the decaying leaves.

The forest was quiet, almost completely silent, yet also loud and buzzing at the same time. On one hand there were no human sounds to be heard aside from Danielle's companions, only the cool, damp breeze to be felt on the face. On the other hand, the forests were filled with various creatures. Birds chirped in the high branches of the trees, singing various tunes. Crickets sang beneath the grass. Woodpeckers could be heard knocking on the wood, and frogs were croaking in a nearby pond. Rabbits were hopping, causing leaves to crunch and Danielle even saw a deer poke it's head out at them through a blueberry bush.

"Isn't this beautiful, Logan?" Danielle asked.

"It's muddy..." Logan replied, picking up his boot and looking at it.

Danielle sighed. _'Any sign of Rahne yet, Jean?"_ she asked telepathically.

_'Not yet,' _Jean replied. _'This is a massive forest and Rahne doesn't want to be found. We may not be able to find her. What about you and Logan?'_

_'We checked the cabin; she was there recently. Paw prints and human footprints as well as some food. We set up a perimeter alarm and we're looking around nearby.'_

Danielle heard a tree branch crack nearby and she froze.

"Logan!" she hissed.

"What?" he asked.

"Shh!"

Logan stopped moving and sniffed. "I smell 'er."

Danielle's eyes glowed and Wolverine saw a campsite with food and drinks appear in front of him. Danielle held the illusion and a moment later a small red fox crept carefully out of the woods. She snuck over to the picnic and began sniffing the food. At that exact moment, Danielle dropped the illusion and Rahne yelped, jumping around, digging in the dirt looking for the vanished food.

"Rahne!" Danielle called gently. The fox yelped again and faced her, growling.

"Rahne, it's okay..." Danielle said, moving forward slowly, her hands extended. "Your father sent us to help you."

Rahne stood her ground, fangs bared at Danielle.

"This isn't working." Logan stated.

"Call Jean," Danielle replied, digging around in her jacket. "Let me try something else."

Danielle pulled out a pack of beer jerky and tossed a piece right in front of Rahne where she didn't have to move. Rahne grabbed the meat and gobbled it down.

"Are you ready to talk?" Danielle asked with a smile. "I've got more." she added, gesturing to the bag.

Rahne surveyed her, but after another piece of jerky, she padded over and sat down in front of Danielle, eating the jerky and allowing Danielle to pet her, scratching between her ears.

"Yeah, we found her Jean." Logan said he glanced at Danielle. "She's got her eating right out of her hand. Literally."

Wolverine hung up the phone and was about to head over to Danielle when he stopped. Something-some_one_ was walking towards them. Logan sniffed. Humans and gunpowder.

"Danielle!" he whispered. "Hunters!"

Danielle nodded and stood up. "Rahne, I need you to switch to your human form now!"

The fox tilted it's head.

"Are you sure you're not feeding some random fox?" Logan asked.

"Rahne!" Danielle exclaimed.

New voices entered the conversation.

"There boys!"

Rifle shots rang through the air. Danielle ducked and Logan ran at the hunters, swatting away their guns with his claws. Rahne, however, was frightened by the shots and fled, yelping, into the forest.

"Rahne! Wait!" Danielle yelled. "Damn it!"

_Sentinel Project Main HQ_

_October 31__st__, 22:32 EST_

"Is there something I can help you with?" X asked from her bed, peeking above the book entitled _Lacerations, Incapacitations, and Executions: A Guide to Physically Disabling an Enemy_.

Rogue replied something from under the desk that X didn't quite get. Rogue wiggled around a little more before coming out from under the desk and sitting on the messy floor, blowing a strand of white hair out of her eyes.

X looked at her. The southern belle had been digging around in the girls' shared room for almost half an hour now looking for something. X wasn't quite sure what it was Rogue was looking for, and she hadn't felt the need to bother her until now. Now Rogue was beginning to annoy her.

"You got a bit of paper in your…" X gestured at Rogue's hair. Rogue looked upwards and pulled it out.

"Where could it be?" she asked.

"Where could _what_ be?" X-23 asked calmly and cooly.

"My wallet!" Rogue exclaimed. "I can't find it anywhere! I had it this mornin', I'm pretty sure I got it out of the showers…" Rogue paused. A fire lit in her eyes and she muttered "Did he…" before dismissing the idea with a "Naw".

"Who is he?" X asked, not looking up from her book.

"Gambit." Rogue replied, half-way paying attention to what she was telling X.

"You saw him again?" X asked, actually looking (disapprovingly) at Rogue from over the top of her book.

"Yeah, course I did!" Rogue replied.

"Why do you think he stole your wallet?" X narrowed her eyes. "Why would he even have _access_ to steal your wallet?"

"We were playing poker…" Rogue started. She stopped at the look on X's face. "Oh shut up! We're perfectly legal! And it wasn't _that_ type of poker!"

"Whatever you say…" X replied in a taunting voice.

"For a robot you are an awfully cold and devious little—"

Alarms rang throughout the building.

"**Alert! Alert! Prisoner UXM-266 is escaping! All units respond! Repeat: Prisoner UXM-266…"**

"That is Gambit! That little swamp-rat, no good, flea-ridden, cotton pickin' bastard stole my wallet!" Rogue exclaimed.

"Damn," X said in awe. She had never heard that type of language come out of Rogue's mouth.

"One little kiss…" she fumed as she ran, partially stomped, out the door and down the hallway.

X sighed and followed.

It wasn't hard to find Gambit. After leaving the prison bay he had gone to storage where he had retrieved, and re-dressed in, his outfit as well as acquiring his weapons and knocking out two more guards. From there he had been making a break for the North Wall, the one facing the city.

Rogue rounded the corner and came to a screeching halt. X nearly ran into her. Upon seeing Gambit she growled and unsheathed her claws. She would have leapt at the Cajun and probably cut out his throat had Rogue not put a strong and commanding arm in front of her.

"Remy!" Rogue yelled. "What the _hell_ do you think yo're doin'?" she demanded.

"One card, _chere_." He replied, flashing a business card at her. He tossed her wallet to her and she caught it. Rogue released her arm from in front of X, and like an unchained attack dog, she leapt at him. At the same time he tossed the wallet, Gambit threw the card into the wall and it exploded, blasting a hole big enough for him to escape through and throwing X-23 backwards into a wall.

"_Au revoir!"_ Gambit called through the smoke. "Maybe soon, _chere_."

X groaned and rubbed her head as soldiers rounded the corner.

"Through the wall!" Rogue yelled. "But don't hurt 'im!" She leaned down next to X. "You okay?"

"Probably just a Grade Two concussion." X replied.

Rogue rolled her eyes. "Come on, to the medical wing."

"What about Gambit?" X asked as Rogue helped her up, throwing one of X's arms over her shoulders. "They'll never catch him."

Rogue glanced back at the hole in the wall. "I know," she replied. "I know,"

_Fright Night_

_October 31__st__, 22:39 EST_

"I still can't believe you brought your equipment with you." Amara said.

"I've learned to always be prepared." Kitty replied.

Kitty glanced at the screen. "The signal is coming from…inside the school." She turned to her fellow mutants (and Amanda). "Specifically the computer lab.

"That's not right." Bobby said. "No one should be allowed inside the school after hours. Especially not tonight."

"Who else thinks this is our mysterious attacker? The man behind the curtain?" Kitty asked.

Everyone seemed in agreement.

"Let's go get him!"

"One question:" Amanda said, raising her hand. "How do we get in the school? It's locked."

Kitty smirked.

Amanda shivered as Kitty brought the rest of the mutants through the wall.

"That felt…weird. I'll stick to teleporting, no offense."

Kitty smirked again and continued forward, the rest following her. They navigated the dark hallways until they reached the computer labs.

"Hold on!" Bobby hissed. "What are we doing?"

"Confronting him!" Kitty replied.

"But he'll recognize us and let everyone know we're mutants!"

Everyone paused.

"No one recognizes me without the holo-watch." Kurt said, turning to his blue form.

Amara lit her body on fire.

Taking a que from her, Bobby iced over his body and added an extra layer of ice to act as a domino mask.

"I can just stay in the floor." Kitty said.

"And me?" Amanda asked.

Everyone looked at her.

"It's probably better if you wait out here, Amanda." Kurt said. "Zis could get ugly quick."

Amanda nodded.

"Ready?" Kitty asked. "Three, two, one…"

The mutants burst through the door, their powers active, searching the room for a kill squad, but no one was in there.

"He has to be here." Kitty whispered.

Something went thud! In the hallway and the four mutants ran out. Amanda had a small, nerdy, red-headed kid lying on the floor, his hands pinned to his back.

"OwOwOw!" he exclaimed. "That hurts! Leggo!"

"Vow!" Kurt exclaimed. "You got him!"

"Of course I did!" Amanda said breathlessly.

"Now to see who's really behind these attacks…" Bobby said, bending down. He turned the boy's face…

"Who's that?" Kitty asked.

"You may call me **Arcade**." The boy responded.

Everyone just stood in silence.

"Hey! Vait a minute! I know him!" Kurt exclaimed.

"You do?" everyone asked.

"He's the nerdy computer kid in science class always correcting _Herr Teacher_!"

"Oh, come on!" Arcade exclaimed. "No fair!"

Kitty sighed. "So now what? We can't, like, turn him over to the cops. We can't just let him go…"

"Ve can give him a varning." Kurt said with a clever smile. He bent down next to Arcade. "If you do this again, I'm going to teleport you to ze top of ze flagpole and hang you by your undervear!"

"Okay! Okay!" Arcade exclaimed. "I'm sorry! I won't do it again! I promise!"

"Somehow I don't feel as satisfied…" Bobby said.

"Well what do _you_ suggest we do with him?" Kitty demanded.

Bobby's eyes lit up like fireworks.

_Scotland_

_November 1__st__, 06:54 GDT_

Rahne darted through the woods expertly, weaving in and out of trees, over logs, darting through shallow creeks. Danielle was having a hard time keeping up with her, Logan an even harder time.

Rahne reached the edge of a hill and kept on going without stopping. Danielle slid to a stop. The slope was steep and she could see the rocks at the bottom. If she tripped she was as good as dead.

Rahne was almost all the way down the hill though when suddenly Jean leapt out in front of her. Rahne's paws skidded on the orange leaves as she tried to come to a stop. Jean caught her and helped her back to her feet. Rahne backed away carefully.

"It's okay!" Jean exclaimed. "I'm a friend! The girl who gave you the jerky? She's my friend."

Rahne stopped and tilted her head.

A shot rang through the air.

Rahne yelped and fell to the ground, morphing into her human form and clutching her leg.

"Danielle! The hunters!" Jean exclaimed.

Danielle turned, but Logan had already dealt with them. His claws were extended and the gun barrels had been sliced clean off.

"You just shot a kid!" he exclaimed, pointing at the red-head on the hill. The hunters looked down in surprise.

"But—but it was just a wolf!" they exclaimed.

"Get out of here before I slice off more than just your gun barrel." Logan growled. The hunters nodded, dropping their weapons and running off. He turned around and slid down the hill with Danielle, coming to a stop where Rahne was lying.

"Ow!" she whispered. "It hurts!"

Rahne had been shot just below her knee-cap. There was a lot of blood, but Jean could tell she hadn't severed an artery.

"Logan, go grab the medical kit and hurry!" Jean ordered. Logan nodded and ran off. Jean turned to Rahne. "Just keep pressure on that. You're doing good."

Rahne bit back her pain and looked at Jean through teary eyes. "Why are you he'ping me? Who are you?"

"My name is Jean. I'm from the Xavier Institute."

"The what?" the girl asked, finding the name difficult to pronounce.

"It's a school for gifted students. Students like us."

Rahne seemed hesitant to ask her next question. "Like mutants?"

"Exactly." Jean replied. Logan darted back with the medical pack. Among his enhanced abilities was speed. Scott was right behind him.

"What happened?" he asked.

"Rahne has been shot. It's nothing major, we're patching her up now. Call the Professor and tell him we're coming home."

_Xavier Institute_

_October 31__st__, 23:03 EST_

"I hope you all enjoyed yourselves." Xavier greeted his students as they walked into the mansion.

"There were a few rough spots, but it was fun." Bobby said.

Xavier turned on a television behind him to show Arcade hanging from a tree by his shoelaces. The X-Men swallowed hard and all smiled.

"May I ask why this unfortunate soul is in this predicament?" Xavier asked.

"'cause he's a douche." Amara replied while everyone else was quiet.

"So because you didn't like him, you hung him in a tree?" Xavier asked, concerned.

"No, we hung him in a tree because he attacked us." Amara replied.

"Oh?"

"He hacked into some of the robot prizes and had them attack mutant signatures."

"Did he discover—"

"No, he doesn't know who we are." Amara replied.

Charles thought in silence for a minute. The X-Men anxiously awaited their punishment.

"One extra round in the Danger Room tomorrow, and next time you feel like showing off…" at this he glanced at Bobby. "Don't."

"Yes, Professor." Bobby replied meekly.

"Now then! Scott just called. He and the rest are on their way home and they're bringing a new student. So get some sleep and wash up. We have a whole new day starting tomorrow."

The X-Men nodded and trudged upstairs.

_Sentinel Project Main HQ_

_October 31__st__, 23:23 EST_

Trask watched the footage of Amara bursting into flames and destroying the robots while her human counterpart laughed.

"Miss Oyama," he said, stopping the feed. "Have Doctor Lang produce more of the serum, and add Amara Aquilla to the X-Men file."

"Yes, sir," the asian woman responded.

"Also, have _Arcade_ released from prison. Deliver his fee and then silence him."

"Yes, sir," Oyama responded again, jotting the information down on the clipboard. She glanced at another page.

"You asked me to keep you updated on Agent Rogue, sir? There's been a development. This footage-" Oyama turned on a clip and Trask watched it. "Occurred roughly two hours before Prisoner UXM-266's escape."

Trask watched silently and sighed. "You know what to do, Miss Oyama."

"Yes, sir."

Rogue bent over and picked up the papers that were scattered across the floor. There were slips for mutants, mission briefings. She sighed and tossed them all in the trash. Rogue was still pretty rattled from Gambit's escape and wasn't quite sure what to think of the Cajun.

She looked around the room and sighed, hands on her hips. This place was still a mess. Maybe she should finish it tomorrow.

Or maybe X would kill her if she tried to put it off.

Rogue sighed and sat down on the floor cross-legged, picking up a playing card, queen of hearts, and looking at it longingly.

"Damnit." She whispered softly, almost inaudibly, tears welling up in her eyes.

A sharp knock came at her door. Rogue took a deep breath and wiped the tears from her eyes. She stood up and opened the door. "X, yo're supposed to stay in the infirmary fer the—"

X-23 wasn't at the door. A taller, Asian woman stood in her place. She was only slightly shorter than Rogue, maybe 5'7", and weighed so little Rogue was wondered if she was a model or something. She had long, straight, jet-black hair and startling blue eyes. She was wearing a grey business suit and stood perfectly straight. She reminded Rogue so much of X…

"Can I help you?" Rogue asked, only slightly rudely, leaning against the doorframe, one hand on her hip.

"I'd like to come in and discuss prisoner UXM-266's escape from earlier this night with you, Agent Rogue." The woman replied. The look in her eyes scared Rogue, but she allowed her in anyway, taking off her gloves and tossing them onto her desk, a sign she was willing to put this woman out if needed.

"What can I help ya with?" Rogue asked.

The woman closed the door. "My name is Ms. Yuriko Oyama. I am Secretary of Defense Bolivar Trask's lieutenant. I would like to discuss something with you."

"I have the feelin' that even if I told ya _no_, you'd just go ahead anyway, right?"

Oyama smiled and sat down on X's neat bed. "We are aware of your relationship with Prisoner UXM-266." Oyama said calmly, cooly, almost robotically. "Or as you call him, _Cardshark_."

Rogue's eyes widened slightly.

"What relationship?" she demanded.

Oyama pulled a laptop out of the briefcase she was carrying and opened it, turning the screen to Rogue. The southern belle watched in horror as a security feed showed her kissing Gambit, his hand reaching for her wallet.

"How—?" she asked quietly.

"We became aware that our security footage was being looped every so often about a month ago.**." Oyama replied. "We investigated and discovered this." She closed the laptop. "We were going to institute disciplinary measures, but after these events it is clear you were being used by Gambit."

Rogue looked at her in horror.

"We are willing to drop this if you help us find Gambit. Your relationship with him was…how long?"

"Just a few months…" Rogue said, still shell-shocked.

"Did he disclose any information about his past life, anywhere he'd go if he ever escaped?"

"A few places. He gave most of it away through context clues."

"Good." Oyama said, putting the laptop back in the briefcase, closing it with a snap, and standing up. "Then you know where to start looking."

"What?" Rogue asked.

"Agent Rogue, you have been assigned a mission by Bolivar Trask to track down and detain or kill Gambit. If you fail to complete this mission…"

Oyama looked at Rogue coldly. "Well, I'll let you think on that."

Oyama opened the door and walked out.

"Good night, Agent Rogue!"

Rogue stared in shock at the wall. Had Gambit really used her? Had it all been fake?

She sat down on X's bed and burst into tears.

_Glacier M_

_October 1__st__, 23:57 EST_

Magneto looked up from his desk as Wanda walked in.

"Ah, daughter!" he greeted. "How did the recruiting mission go?"

"Well enough." Wanda said, closing the door behind her. "Let me be perfectly clear about something though:"

Magneto raised an eyebrow.

"One: There is no way in _hell_ I am ever dressing up like that again."

Magneto nodded.

"Two: This guy is practically useless!" Wanda exclaimed.

"Would you prefer Xavier got him?" Magneto asked.

Silence.

Wanda sighed. "Whatever, good night."

_Xavier Institute_

_November 1__st__, 13:00 EST_

Bobby stumbled out of the Danger Room and fell flat on his face. Xavier smiled cleverly.

"Are you enjoying yourself, Bobby?" he asked.

Bobby muttered something into the floor that sounded like "Go away, old man."

Xavier smiled and rolled into the observation room. The other mutants were inside running around trying not to get hit with lasers, saws, tazers. Kurt was teleporting all over the room, switching off turrets. By the time he turned off one, however, another had come back online. It was a fruitless effort and Xavier informed him of it.

"Try working with Kitty!" Xavier suggested.

Kurt teleported next to the suggested mutant and said something to her before teleporting again. Kitty ran and slid beneath a turret, reaching inside and switching it off using her phasing ability.

Amara was in full on magma mode, the yellow flames licking her body. She directed a burst of heat at a nearby turret and it sizzled before dying.

Xavier smiled. A hand reached in front of him and turned off the Danger Room.

"Storm? What are you doing?" Xavier asked.

"Professor, it's a miracle!"

"What is, Storm?" Xavier asked as the confused students looked around.

"She's awake. Emma is awake!"

Charles smiled. It did _indeed_ look like things were turning for the better.

****Specifically during the events of Episode One!**


	6. Easter Egg List for 1x04 Thriller

**Here it is! The easter egg list for X-Men: Standing Guard ****Episode Four "Thriller"! Tell me how many you got or recognized in the reviews! Episode Five is coming this Wednesday, guys! Please check out my profile for more info (I've updated the episode synopsis) and follow me on twitter for round the clock updates! Thanks for the support so far guys!s**

"Well what if you come with me?" Bobby asked. Kitty glared at him. "I mean...us!" he corrected. Kitty's glare intensified.

**(1)Bobby & Kitty's relationship from the X-Men Films**

"Don't look at me, man!" Kurt exclaimed. "I've already got a date!"

**(2) Amanda Sefton was Nightcrawler's girlfriend in both the comics and the X-Men: Evolution TV Series**

"Amanda is going as a vitch, and she vanted to do couple's costumes, so I'm going as a vizard." Kurt replied sheepishly

**(3) Amanda is also known as Magik (II) in the comics**

Kitty was very much an adopted daughter to Danielle

**(4) In the comics, Danielle and Kitty were close friends**

"Well I've got some great news for you, kid." Wolverine said gruffly. "Fury ordered me to come with ya."

**(5) Wolverine is an X-Man in the comics**

Wolverine turned. "Good to see you too, elf."

**(6) Wolverine called Nightcrawler "elf" in X-Men: Evolution**

Todd Tolanski. I would like you to recruit him to our cause

**(7) In the X-Men: Evolution TV Series, Toad had a crush on Wanda**

"I thought maybe a game of poker would suffice."

**(8) Do I need to explain this one?**

Amara ran a finger through her hair nervously. "How do I look?"

**(9) The costume is also kind of self-explanatory**

Wanda sighed. She was loyal to her father, devoted, willing to do anything, but she was pretty sure this broke some sort of rule.

**(10) In the X-Men: Evolution TV Series, Wanda was dressed much more Gothic than her comic counterpart**

"Oh, relax, will you?" she asked, smiling. "It looks better if we're a couple."

**(11) Danielle has a naturally affinity towards animals because of her mutant ability in the comics. Wolverine is very much an animal. Naturally, a relationship with Logan could never last though...**

"And I bet it was bitter, too!" Amara humphed.

**(12) Due to her heritage, also shown in X-Men Evolution, Amara can sometimes get a little too full of herself...**

I don't wear the robes and I don't run orphanages.

**(13) In the comics, Rahne's father was a priest who ran an orphanage and had Rahne with a prostitute**.

"We believe she's breaking out."

**(14) I doubt anyone caught this, but on TheCW show "The Tomorrow People" (Robbie Amell, Peyton List, Luke Mitchell), the term "breaking out" is used for a paranormal discovering their powers. I also suggest you take a look at the show**!

"DC-52, we have a sick patient in prison bay. Requires immediate medical attent-unh!"

**(15) Marvel's rival in the comic book industry is DC Comics, and boy do they love the number 52!**

**DC-52 is the callsign of Detective Quentin Lance on the hit TheCW show "Arrow" (Stephen Amell, Katie Cassidy, Emily Bett Rickards, Manu Bennet). Go watch that, by far the greatest superhero show on TV.**

Prisoner UXM-266 is escaping!

**(16) UXM-266 stands for "Uncanny X-Men #266" which is the first title Gambit appeared in.**

You may call me Arcade.

**(17) In the comics, Arcade is a mutant enemy of the X-Men who is very good with computers**.

"Miss Oyama," he said, stopping the feed. "Have Doctor Lang produce more of the serum, and add Amara Aquilla to the X-Men file."

**(18) Yuriko Oyama is the name of Lady Deathstrike in the comics**

**(20) Stephen Lang, a Purifist in the comics and producer of the Sentinel robots**

he narrowly missed falling in the pathway of a passing Bishop Publishing truck.

**(21) Derek Bishop owns a publishing company in comics. He is also the father of Kate Bishop, the third Hawkeye and leader of the Young Avengers. This is more of a teaser easter egg though...**


	7. S1E05 Mystique

**AN: Sorry guys, this is going to be a long one. Clocking in at almost 12,000 words again, this episode serves as more of a link between Episode Four and the next two episodes ("Bishop" and the midseason finale "Avalanche", Check the descriptions for those on my profile). Don't think you should just skip this though, it has very important character development, character introductions, and a lot of plot revolving around Rogue including where she was prior to the Sentinel Project, why she joined, and why she stays.**

**As usual guys, please leave reviews if you read the story to let me know all of this work isn't going to waste! X-Men: Standing Guard Episode Six: "Bishop" (which introduces Kate Bishop/Hawkeye III) will be aired over the course of two weeks because of its extremity in length, so don't miss that! Check out my profile and subscribe to my Twitter for round-the clock updates! Now enjoy!**

**WARNING: The following episode contains a scene of mature sexual nature. Reader discretion is advised.**

Alarms rang throughout the building. The blue-skinned female looked about anxiously like a lost little girl. She dashed frantically down one corridor, two soldiers barred her way out. She turned down another hallway, more soldiers. She ran right through them, knocking them to the ground and morphing into a soldier, her body raising itself, her blue skin turning into green fabric as she ran, and her slick red hair, pasted to her head, turning into a black helmet.

Alarms rang throughout the base. With her new disguise in place, the mutant slowed and walked down the hallway, soldiers rushing past her. She turned towards an elevator and got in. Two other soldiers ran in and stood next to her, rifles in hand. She nodded at them and stood silently as the elevator moved up. Twenty stories until the surface...ten...five.

"Where are you going?" One soldier asked. The female froze, stiff, unsure.

"The new MM-16, Fury wants me to take it out for a test flight." the second soldier replied.

"How fast is it?" the female asked, an idea growing in her head.

"The fastest." the second soldier responded. "Nothing is near this speed."

"Can it breach the sound barrier?"

Both soldiers looked a her curiously. "Of course, everything can..."

The female nodded and the other two soldiers turned towards the door. One floor left...

The female grabbed their heads and rammed them together with such brute strength that she cracked their helmets. Both fell unconscious to the ground. The blue-skinned female switched forms again, this time into the pilot who would be taking the new ship.

She walked out of the elevator and calmly into the bright light. She stumbled slightly. It had been _so long_ since she had breathed real air, felt real sunlight on her skin, felt heat, not just the artificial coolness of the lab. Her legs quivered and she stumbled slightly, like a newborn deer. She steadied herself, took a deep breath, and proceeded calmly and orderly towards the helicopter.

"Hey!" A soldier called, waving her down. "I need to see your ID badge before I can let you fly."

"Of course," The female responded, showing the soldier the ID badge pinned to her uniform.

"Okay," the soldier said, jotting the number down in the notebook. "Now I just need your security code."

The female froze. Making a split-second decision, she punched the guard in the jaw and ran, morphing into her blue form as she ran.

"Hey!" the soldier yelled. "Someone stop her! She's a mutant!"

The female pushed through anyone who got in her way with superhuman strength, climbing into the helicopter. She started up the engine. A soldier climbed in and tried to wrench the controls from her hands. She pulled out his pistol and shot him point blank in the head, splattering blood on the seat and window. Another soldier ran up and she shot him three times in the chest. The blades were spinning quickly now and she pushed the stick in, moving down the runway, forcing others to get out of her way. She pulled back sharply and the helicopter took off, flying into the pale blue sky. Military officers were already responding on the ground.

"A mutant has seized the ship! Shoot it down!"

Ground turrets came online, and within a matter of seconds had targeted the helicopter, opening fire on it.

Flak spread thick and heavy around the helicopter. The female looked around desperately and pressed a green button. The helicopter shot forward and out of range. Thoughts rolled through the female's head like waves on a beach. Where was she? How long had she been in her cryo-tube? How was the Weapon X project going?

The female knew two things: her name was Mystique, and she needed to find her friend Erik Lenscher. As soon as this thought popped into her head, two helicopters rose up in front of her and fired. The bullets pierced the cockpit and Mystique screamed in pain as a bullet ripped through her arm. The controls jammed, lights flashed, sirens filled the cockpit and she felt a large series of powerful shakes as the helicopter crashed into the forest. She stumbled out. Flying was useless. She'd have to make her way on foot from here.

Wherever _here _was...

It was almost dusk, the sun was setting on the horizon through the low hanging mahogany trees, their vines drooping the ground like many dangling arms. The grass, though unkept, was short, almost as if the humidity and heat were forcing it to keep low to the ground and droop like the vines above it. A frog hopped through the grass, causing it the blades of wasted green to move slightly. This was one of many land-patches in the swamp. Rogue moved easily between them, not quite sure what she was searching for.

The southern belle had switched from the gear she had been assigned to wear, labeling her as a government agent, to some more comfortable clothes. She was wearing skinny jeans and boots, laced halfway to her knee. Her shirt was red plaid, unbuttoned to the top of the white tank-top she had on underneath it. She had pulled her hair back into a ponytail, the white streaks running down the center of her head. On her hands she wore a pair of tan gloves.

Rogue sighed, looking around one more time before climbing into her motorboat and speeding away.

Rogue traveled back to the hotel she was staying in. It belonged to some friends of her foster mother's (Irene Adler) and they were glad to let Rogue stay the past week and a half, and learn all about her fake life. Rogue enjoyed the company, true southerners whom she could strike up a two hour conversation with just by greeting them with a "hi!". She appreciated the men opening doors for her, she appreciated a great many things about the South.

Two things she loved the most: they didn't talk funny down here, and the food.

It had been _years _since Rogue'd had some good Cajun or southern food. She had treated herself to the best: shrimp boil, catfish, cornbread, gumbo, jambolya, and so much more.

Her favorite food, though, was catfish, which she was currently chowing down on. She had finished her third fish and was starting on her fourth when her phone rang. She sighed, looking at the Caller ID, before standing up and moving to the corner.

"It's rude t' call when someone's eatin' y'know." Rogue greeted.

"Agent Rogue, we need you back at headquarters. There's been an Omega level breakout. You and X-23 are assigned to bring her in." Trask growled from the other end of the line.

"Ya need t' make up yo'r mind." Rogue said. "Find Gambit or hunt down mutants."

"Now, Agent Rogue!" Trask yelled. Rogue could hear him spit in his anger.

"Yeah, real gentl'm'n." Rogue huffed. "I'll come when I'm done with my catfish, damnit."

**X-Men: Standing Guard**

**Season 1 Episode 5**

**"Mystique"**

_Xavier Institute_

_November 22, 07:30 EST_

Amara groaned and rolled over in her plush bed, hitting the alarm clock to shut if off. She buried her head in her pillow and tugged the fluffy white sheets over her head.

Amara's room was lavishly decorated. Her bed was a King-sized mattress with a large, dark, wooden headboard and lavish curtains hanging from all sides. The curtains were a majestic and beautiful, while at the same time innocent, see-through pink. Amara never closed them, they were only for aesthetics. The bed itself was covered in multiple layers of soft, white sheets and a rich, elaborately sewn, very plush comforter. Half a dozen soft, feather pillows lay messed up across the head of her bed.

Amara had covered the hardwood in her room with rugs of the same plush nature. Some were a simple white like her bed, others were more modern with bright colors and overlapping circles. Amara had a nitpick: she hated to have anything but soft fabric and warm water touch her until she woke up. If anything else did touch her, she was grouchy for the whole day.

Almost ten minutes later, Amara finally sat up in bed, rubbing her brown eyes. She scratched the side of her head, further messing up her long, brown hair. She stretched her arms and then laid back down, stretching her legs like a cat. After two minutes of stretching, yawning, and generally waking up, Amara stood up and stretched her toes in the carpet. She yawned and walked into the bathroom, turning on the shower; nothing but hot water and steam.

The bathroom wasn't especially over-designed. It had cream tiles on the floor and halfway up the wall. A soft, brown, elaborate crown molding separated the tile from the rose wallpaper. Amara had an elaborate bathtub installed when she moved in, much to the other girls' frustration. The shower-head flowed into this, purely for lack of space. Amara enjoyed hot showers in the morning and even hotter baths at night before bed. She was a girl of routine.

Amara stripped off her clothes and stepped under the stream of hot water, pulling her head back and letting it rush onto her face. She let the water rush over her slim body for some time before bathing, rinsing, and getting out.

Amara grabbed a plush white bathrobe and slid it onto her body, not bothering to tie it, but leaving it open. She dried her hair before exiting to her bedroom, crossing the floor and opening her closet.

Amara didn't indulge in many rich objects, but she loved two things: her clothes and her bedroom. Amara's closet was full of shirts, pants, jackets, hats, and other clothing items. She had her shoe rack sitting outside the closet door, holding innumerable pairs of shoes. Amara reached inside and looked around before pulling out a white turtleneck sweater and black, skin-tight jeans. She dropped the robe and slid on the clothes, looking at herself in the mirror with a look of disapproval.

Amara ducked back in her closet, emerging a moment later with a red vest. She buttoned it up, but tossed it back into the closet before she had even gotten a good look at it. She tried on two more options before settling on a black tank top with thick shoulder straps that came up short of her waist. She smirked and slid on her heeled boots, leaving her room and heading downstairs to breakfast.

Most of the mutants were up. The only ones missing were Kurt, Jean, and Scott. Kitty and Bobby were bickering back and forth at the table, but Bobby's eyes gravitated towards Amara as she entered the room, only increasing Kitty's frustration.

"Good Morning, everyone!" Amara greeted, sitting down and grabbing a helping of scrambled eggs.

Greetings were passed around the table, either with full mouths or sleepy attitudes. Amara shrugged and grabbed a piece of toast, spreading grape jelly on it.

"I suppose now is better than ever to announce this." Charles said. "Rahne will be participating in her first team exercise today!"

Everyone, well mostly everyone, cheered and passed congratulation on to Rahne, sitting at the other end of the table.

"So what exercise are we doing today, Professor?" Amara asked, pouring a glass of orange juice.

"Scott's favorite." Xavier replied. "Whatever he calls it."

"Stock and Destroy or something like that." Amara shrugged. She turned to Rahne. "You'll like it. It's fun!"

Rahne smiled.

_Iceberg M_

_November 22, 08:13 EST_

Magneto's ranks had grown much more than Charles' had. Magneto outnumbered the X-Men three to one. In addition to having taken most of the students, he had also been actively recruiting, something Xavier hadn't been doing. Among Magneto's most recent recruits were Tabitha Smith, who had named herself Boom-Boom, Todd Tolanski, or as others had nicknamed him: Toad, and finally Pixie, a pink-haired, elfish looking mutant who had the ability to create portals through space.

Magnet had called all of them into the large dome nearest the frozen ocean. There had to be at least sixty mutants jammed into the building, talking, joking, grumbling. Magneto walked onto the stage and silenced everyone merely by raising his hands.

"My brothers and sisters!" he greeted. "We have accomplished much, so far. We have set up this small settlement where we live in peace..."

Magnet continued with five minutes of an opening speech. Nobody liked the beginning of the speeches, despite the amount of work he put into them, but by the end they were ready to follow him to purgatory and back.

"...and we will accomplish much more! I have several important missions for all of you."

At this everyone in the crowd perked up. Most of them had yet to leave the iceberg they now called home. Any chance of a mission excited them.

"Wanda, you are to lead a small squad to recruit our latest mutant brother: Pietro Maximoff."

"Boom-Boom, you and several others will be raiding a series of merchant ships in the North Atlantic. Make sure the humans know what hit them." At this, Tabitha smirked and ignited a fireball in her hand.

"Pixie, I need you and two others to check in on our dear friends in the United States government. Do it discreetly."

Magneto kept on going down a list. Mutants needed recruiting, humans needed terrorizing, supplies needed gathering, and by the end, only a skeleton crew was left to defend the Iceberg.

"Pyro, Polaris, Havok, you three will be joining me to hunt down an old friend of mine who will prove _very_ useful to our cause."

"Who is it?" Havok asked gruffly, crossing his arms over his chest.

"Her name is Raven Darkholme. Some of you may have heard of _Mystique_. She is the mutant."

Havok raised his eyebrows under his shades.

"Where's she been all this time if she's such a good mate t'ya?" Pyro demanded.

"Imprisoned by homo-sapiens in the Weapon X project." Magneto said. "My mental connection with her was re-established when she escaped this morning."

"Weapon X?" Pyro asked. "Aren't they the ones who created Badger?"

"_Wolverine_," Magneto corrected. "And yes, they did create Wolverine. You understand how she could be of great use to us."

Pyro smirked.

"You have anything to say?" Havok asked, leaning next to Lorna. She made a slight noise of surprise before shaking her head and looking down.

_Sentinel Project Main HQ_

_November 22, 08:22 EST_

X-23 walked down the hallway of the Sentinel Project. The weapon had matured in the month since Rogue had been away. She had gained half an inch in height and was looking much more grown up now than before. Granted, she still looked fourteen, fifteen (no one was quite sure of her age), but she looked less _petite_ and more _teen_. She had cut her hair. It was still long and brown, only going to her shoulders now. Her eyes were still the same creamy brown, but with more determination in them.

She had changed her clothes too. Before, X only wore her uniform and official "lax" clothes from the Sentinel Project. Now she was wearing black skinny jeans and black combat boots. She wore a navy-blue tank-top with thin straps, a low neckline, and a hem that came up well short of her waist. Over this she wore a black leather, slim-cut motorcycle jacket which she left unzipped. The sleeves were only 3/4 length. She had covered her hands with some sexy motorcycle gloves. Rogue had to admit the girl could pull off the style.

"X!" she called. X turned, saw who had addressed her, and continued walking, facing straight.

"What's wrong witch you?" Rogue asked.

The red-head had let her hair down, having cut it to just beneath her ears. She was wearing a velvet green sweater with the shoulders cut out and the shorter sleeves like X's. She, too, was wearing skinny jeans and combat boots.

"The necklace is new." X commented dryly.

Rogue touched it. "Some'in' uh my mother's." she replied, looking at the emerald gem. "Why are you so upset?"

X remained silent.

"Is this because I didn't take ya with meh?" Rogue asked. "I've already explained, X, I needed some time, and tracking Gambit is a one-girl type uh job. Besides, it ain't like-"

X stopped, turned, her hair swishing behind her, and glared at Rogue.

"I am not upset you did not take me with you!" she exclaimed. "I am upset you did not tell me you were leaving. I am upset you did not tell me good-bye!"

Rogue stared in shock for a moment, others passing them in the hallway. X sighed and turned forward, blinking quickly to hold back tears. "Maybe I over estimated my worth. Maybe all I am to everyone is a soldier, a weapon. Maybe that is all I was meant to be."

"X!" Rogue exclaimed. "No-that's not what-Why would-"

X kept walking forward.

"I'm sorry, X." Rogue said. "I didn't know you wanted me to say good-bye."

"You are like a sister to me, of course I wanted you to say good-bye." X replied, reaching up quickly to brush a tear away. She breathed deeply, steadying herself. "It is not important. We are here for a mission briefing, not talking."

X opened the door to Trask's office and walked in, leaving Rogue in the hallway with an open mouth, dazed. What had just happened? After a moment, Rogue collected herself and walked into her boss' office, shutting the door behind her.

Trask's office hadn't changed one bit since the last time Rogue had been here, and neither had it's occupant. Trask frowned at Rogue as she entered.

"Nice t' see ya, too." Rogue muttered under her breath, folding her arms over her chest.

"Agent Rogue, X-23." he greeted monotonously. He tossed a file at each of them, purposely making Rogue's fall to the floor. Rogue clenched her fists and stood still. He wanted to act like a jackass, she'd show him what a jackass was.

"Pick up the file." Trask ordered.

Rogue stood still.

X sighed. "Just pick up the goddamn file." she ordered.

Rogue looked at her in surprise. X-23 never cursed or used slang. Rogue bent over and picked it up, shooting a glare at Trask.

"Mutant escapee from the Weapon X project." Trask started. "S.H.I.E.L.D. has been cleaning that place out since the turn of the century. They have no idea how much progress they've made. The facility is massive, extending for miles in either direction and going to the very edge of the Earth's crust. They suspect it's been there since pre-World War I." Trask emphasized the number of the war.

"The mutant's name is Mystique. Prior to her disappearance thirty years ago at the end of the Cold War, she was on S.H.I.E.L.D.'s Most Wanted list. She was a terrorist and an assassin." At this, Trask glanced discreetly at X-23 who was diligently reading the file and didn't so much as blink at the word "assassin". Rogue frowned but kept quiet. "She escaped this morning, killed three people, crashed a prototype helicopter, and is hiding out in the woods."

"So what's her mutant ability?" Rogue asked.

Trask glared a her pointedly before replying. "Before two years ago, we didn't know mutants existed. Part of the description in her file was she could fit in very well to crowds. We assumed this meant she had some charm and could easily impersonate someone else. After this morning's reports though, we believe she's a shapeshifter."

Rogue wrinkled her nose.

"What is our mission, sir?" X asked, closing the file and folding it, along with her hands, behind her back.

"Find this...terrorist and kill or capture her. We can _not_ let her escape."

"Yes, sir." X replied.

"Be careful, X-23." Trask warned, purposely leaving Rogue out. "There will be other parties after this mutant. Find her first."

"Yes, sir."

"Dismissed!"

X filed out orderly. Rogue followed and slammed the door, hard, to indicate her disappointment.

"What the _hell_ was that?" she demanded.

"What are you referring to?" X asked cooly, yet angrily, her eyes facing forwards.

"You know exactly what I'm referring to! Yo'r change uh clothes, yo'r use uh language, everyone purposely leavin' me out or being a plain ass. What the hell happened?"

"As far as my clothes go, I decided I wanted a change." X started. "My language was a slip during my frustration at your childish behavior."

"I wasn't acting childish!"

"No one is leaving you out, Secretary Trask addressed you when you entered his office."

"Like somethin' out uh his cat's litterbox."

"And perhaps people are tired of you doing your own thing, leaving unannounced, not seeming to have a care in the world other than Rogue." X turned sharply, glaring at her. "Perhaps _that_ is why everyone is acting like an "ass" towards you."

X stormed off down the hallway to her room to change into her uniform, leaving Rogue where she stood.

"An' I thought _I _was bad..."

_Xavier Institute_

_November 22, 09:28 EST_

The mutants walked onto the front lawn. The clouds were grey and a strong wind was blowing over the mansion. A storm was approaching, and Ororo had guaranteed only this morning's practice would go interrupted, then the mutants would have to train in the Danger Room until it passed.

The mutants assembled for this morning's practice, excluding instructors, were Shadowcat, Iceman, Magma, Emma Frost, Nightcrawler, Cannonball, Danielle, and Rahne, who had taken the name _Wolfsbane_. They were all dressed in their official X-Men uniforms.

Jean and Scott, followed by Charles and Storm, walked twenty yards from the house before whistling for everyone to stop.

"Okay, since Ronny's never played this before, I'm going to explain the rules." Scott said. "There are two teams: Green and Yellow. There are fifty frisbees for each team. Jean is going to disperse these frisbees across the course."

"Your goal is to collect as many of your colored frisbees as possible, and destroy as many of the other team's frisbees." Scott finished. "Whoever ends up with the most points gets to skip the Danger Room this afternoon."

Cheers went up amongst the small body of students.

"Okay, Kitty and Bobby are team leaders." Scott exclaimed. "Kitty, you choose first."

"Aww come on! That's not fair!" Bobby exclaimed.

Kitty smirked. "I choose Ronny!"

"Yes!" Rahne exclaimed. She was upset people were mispronouncing her name, but tomayto tomahto she thought. She ran over next to Kitty while Bobby groaned and picked Emma.

"Nightcrawler!" Kitty called.

"Magma!" Bobby exclaimed.

"Danielle!"

"Cannonball."

"Okay teams!" Scott called. "Five minutes to plan, and we start when I blow the whistle!"

The teams separated and went to their individual bases. Kitty pulled her group into a circle as if they were playing football.

"Ronny-"

"Rahne"** Danielle corrected.

"Whatever," Kitty replied. "You're going to be great at this! You and Nightcrawler will be our main retrievers, Danielle and I will run interference and try to destroy as many of their frisbees as possible. How many can you carry at once, Ronny?"

Rahne grimaced. "Err... Two or three in my wolf form. I could carry more in me werewolf form, but I'm kinda unstable init."

"Well don't push yourself too hard, it is just a game." Kitty replied.

_Redacted Location_

_November 22, 09:37 EST_

Mystique gasped as she used her good arm to haul herself into a tree. She sat on the branch and looked around. This forest was much larger than she had first thought. It was so large that she couldn't even see the end of it. Her instincts told her she was heading in the right direction for New York, but she had no clue how far away that was or even _where_.

Mystique bit her tongue as she hauled herself up further in the tree. She was in pain. As a world-class assassin, she was used to pain. She had been asleep for God-knows-how-long, however. Her skills were rusty.

Something moved in the brush beneath her and she shifted. Two pairs of footsteps. She jumped, turning into a bird halfway down and gliding before landing in the grass as a snake. She slithered away, right past the two girls.

Rogue shivered as Mystique passed. "Like right outta de Garden." she whispered.

Rogue and X-23 had switched to their uniforms. Rogue's was the standard black-blue hue bodysuit. She had on a green breastplate, though that seemed to serve only the purpose of emphasizing her perfect breasts. The breastplate started around her neck, curving like a necklace would. It stopped just below her breasts on her front, but continued to her lower back on the reverse side. She had two utility belts: one slouched at her waist, giving a sexy look to her hips and a certain sway she had learned guys were irresistible to. The second utility belt was strapped tightly to her right thigh. Both of these were the same dark green hue of her breastplate. She wore black, knee-high combat boots with highlights of the same green. She, like X-23, wore motorcycle gloves. Shoulder pads sat on her shoulders, gold with the black and red Sentinel Project logo inside.

X-23 had changed her field uniform too. She had disposed of the owl-like mask and went bare-faced now. Her pants were tight, made of a black, leather-like material. The pants were designed in a way Rogue had never seen before. Almost as if X were wearing a bikini bottom and knee-high black boots with see-through fabric covering her thigh. This was only fabric but it gave X an entirely new look.

X's utility belt sat perfectly on her hips, separating her top from bottom and moving with her hips as she walked. Her boots were normal combat boots. Her top was a tight shirt like Rogue's with gold shoulder pads sewn in. A high neck gave the impression that X had turned up her coat's collar although one did not exist. Strangely enough, X had left her top unzipped most of the way, revealing the standard tank-top underneath which showed quite a lot of cleavage for such a small girl. Her hands were covered by the same gloves Rogue wore.

The two continued in silence until Rogue finally spoke.

"So we ain't talkin' any mo'?" she asked.

X remained silent.

"Well, it's betteh if ya listen anyway." Rogue said. "X, I'm sorry I didn't say good-bye. I'm sorry I didn't letcha know where I was headed, what I was doin'. Yo're like a little sistah to meh, and I hate tuh hurt yah. I could come up witch excuses 'bout how I was...emotionally distraught, or how I didn' think you'd wanna hear it, but that ain't worthy of ya. You're too good to be treated the way I treated ya, and I'm sorry."

X remained silent still.

Rogue bit her lip. "I still love ya, X. I always will."

"Damnit." The brunette muttered, turning to Rogue with tears in her eyes. "Why must you apologize in such an emotional way?"

"Because I care about ya." Rogue replied.

X wrapped her arms around Rogue's neck and hugged her, hard. Rogue returned the embrace. The two girls stood there for a moment until they heard something in the bushes.

X whirled around, claws out, but Rogue put a hand on hers and she sheathed them.

Four figures emerged from the bushes: Magneto, Pyro, Havok, and the green-haired Lorna.

Rogue looked as surprised to see them as Magneto did at finding someone else in these woods.

"Erik? Alex?" she asked. "What're y'all doin' here?"

"Rogue!" Magneto greeted. "It has been a long time since I saw you."

"Yeah," Rogue said, stepping forward. "What're y'all doin' here? Did the Professor send ya?"

"Professor?" X asked.

"No," Magneto replied. "Charles and I split months ago. His ways grew weak and would have doomed us all. Most of the students left with me."

X-23 was getting more and more confused.

"What happened?" Rogue asked. "Y'all were best friends!"

"As I said, we had a falling out." Erik replied. "Come join me Rogue. All of your old friends are there." Erik reached out his hand and stroked Rogue's white streak of hair, then brushed his hand against her cheek. "I could use you to fight the humans."

X, upon seeing Magneto's hand running against Rogue like that, finally had enough and stepped forward, unsheathing the claws in her hands. "That is it! Step away from her!"

"X!" Rogue hissed.

Erik's eyebrows raised, as did the other members of his party.

"Adamantium claws..." he whispered, dropping his hand from Rogue's face. "How very interesting..."

"I said, step. away. from her." X growled, taking another step forward. "Or so help me: I will put. you. down."

"X! Calm down!" Rogue exclaimed.

"X?" Havok asked, glancing at Magneto.

"I suppose you heal at an accelerated rate." Magneto asked.

"That is none of your concern!" X exclaimed.

"How d' you know 'bout that?" Rogue replied.

Magneto turned back to Rogue. "I can answer that and so many more questions if you come with me, Rogue."

"Come where?" Rogue asked breathlessly.

"Come with me." Magneto begged. "Join me to fight the humans, to protect mutants, to protect you and your friend here." He turned to X-23. "You have memory lapses from your past?"

X snarled like a wild animal.

"I can restore them."

X stood up straight and blinked blankly. He could retrieve her memories? She had never thought about recovering her memories, assuming they were gone and there was no way to get them back; that she should get over it.

Magneto turned back to Rogue. "How are your new employers treating you?" he asked, gesturing at her shoulder plate.

Rogue looked at it and then back at him."Not as good as you."

Magneto smiled and extended his hand. "Then join me, Rogue. We can be together again."

Rogue looked at it and started to extend hers when she stopped."Wait, what did ya mean by fight the humans?" she asked.

"There can only be one dominant species, Rogue. You know that."

"So what do you propose?" Rogue demanded, suddenly hostile. "Wipe 'em out? Genocide?"

"Genocide is a terrible word used when a type of people are being exterminated for being different, similar to us mutants. Destroying the human race is the next step up in evolution." Magneto attempted to explain.

"No," Rogue said, dropping her hand. "No, I'm sorry, Erik. I can't do that!"

Erik sighed, genuinely disappointed. "Very well," he replied. He leaned forward and pressed his lips gently to Rogue's cheek. She closed her eyes and tilted her head back slightly until he pulled away.

At the sight of this, X re-extended her claws (having retracted them at Erik's comment about her memories) and growled.

"But you call me Magneto now." Erik replied. He turned to Havok. "Incapacitate them, but do not kill them. And don't hurt Rogue too badly."

"Erik!" Rogue exclaimed.

Magneto turned and smiled affectionately. "Try not to fight too much Rogue, I really don't want you hurt."

With that final comment, Magneto trailed into the woods, Lorna and Pyro at his side. Rogue shouted his name a few more times before finally giving up.

"Well, the boss seems to still like you, Rogue." Havok said, rubbing his hands together. "So I'm not going to hurt you too bad, but her..." he turned with a sly grin to X-23. "She can take a beating."

"Alex! Don't do this!" Rogue exclaimed. "You don't know hat it is yo'r dealin' with!"

"Sure I do," Havok said.

_S.H.I.E.L.D. Helicarrier_

_November 22, 09:48 EST_

Wolverine walked onto the bridge of the S.H.I.E.L.D. Heli-Carrier. It was morning above the ocean, the sun peeking over the horizon. Logan grinned, feeling the heat through the glass. He took a long, deep drink from his coffee and sighed. Things were looking good so far today. If things persisted in this manner, he might even go visit Charles and see how the X-Men where doing.

"Logan!" Fury called.

Logan turned, taking another sip of his coffee. Fury was standing at the door of the bridge. As soon as Logan looked at him, he knew something was wrong. Fury grimaced and gestured for Logan to follow him. Logan set down his coffee cup and followed.

"What the _hell_ do you _mean_ it's still operational?" he growled.

"We found the program years ago. Their base is extensive. We figured it was better if we didn't tell you given how...touchy this project is to you." Fury replied calmly. He seemed very upset.

"But now that some mutant has escaped, _now_ you tell me!" Logan yelled, slamming the table with his fist.

"Logan, surely you can understand why we didn't tell you..."

"That's not the _problem_ here!" Logan replied. "The problem is it is _still fucking operational_!"

"Technically it's not." Fury replied, pulling the cigarette out of his mouth. "We're searching the base for files, experiments, survivors...but it's massive. It's taking a while."

Logan growled. "Fine." he spat. "Give me a task force and we'll catch this mutant, but when I get back, Fury..."

Fury looked at him.

"You and I are gonna tango."

Fury nodded and Wolverine left.

_Redacted Location_

_November 22, 09:49 EST_

X snarled, crouching down like a cat getting ready to pounce.

"X! Wait!" Rogue shouted.

Havok fired a beam of energy from his chest, but X leapt over it and into a tree. She leapt at Havok again, but Rogue grabbed her shirt collar and yanked her out of the air as a beam of energy flew right where she had been.

"What the hell?" she demanded.

"I'm tryin' t' save ya life!" Rogue yelled. "He shoots beams uh pure energy from 'is chest!"

X growled. "Well what do you propose we do, then?"

The tree the two girls were hiding behind got blasted to splinters and Rogue yelped, ducking as splinters flew into her neck and back. She ran over behind another tree, cursing.

"Flank him." Rogue replied. "You keep 'is attenti'n an' I'll grab 'im from behind."

X nodded and the two girls ducked again as that tree disintegrated as well. Rogue looked up in horror as the upper half of the tree fell towards her. X tackled her to the side, letting the tree land in the dirt and blow up a pile of dust for them to hide behind.

Havok moved in closer, tilting his sunglasses down to check in the shade for the girls.

X leapt out of the leaves, swinging her claws wildly. Havok stumbled back, firing blindly, panicking. X growled and swiped, cutting his arm and kicking him backwards. Havok fell down in the dirt, his sunglasses coming completely off. X yelled and leapt, legs curled up and arms extended, like a cat leaping on prey.

Havok fired a single blast, hitting X in mid-air. She yelped like a wounded animal and was thrown backwards into a tree. She slid down the trunk and fell unconscious.

Havok approached her, grinning in triumph. X looked up at him with a clever smile, realigned the vertebrae in her neck with a loud series of 'pops', and winked.

Havok turned around. The last thing he saw was Rogue's hand extending towards his face.

"Good work." X said, standing up and handcuffing the mutant. "I will alert the Sentinel Project to Havok and have him detained."

Rogue nodded and clutched her head.

"Are you okay?" X asked, concerned.

"It's nuthin'." Rogue said. "I just haven't used mah powers in battle recently. I ain't used t' it."

X nodded, finished handcuffing Havok, and stood up.

"How do you know these people?" she asked. "And what is the Xavier Institute they talked about?"

Rogue looked at her for a moment before sighing. "I'll tell you on the way."

_Xavier Institute_

_November 22, 09:35 EST_

"Okay, teams!" Scott exclaimed after their five minutes were up. "I hope you're all ready!"

Kitty and Bobby gave signs of agreement from their sides.

"Jean?" Scott asked the red-head.

Jean smiled, closed her eyes, and pressing two fingers to her temple, lifted fifty of each frisbee in the air before tossing them in multiple directions.

"Teams start in five...four...three...two...one...GO!"

Rahne and Kurt ran forward, Rahne shifting to her wolf form and Kurt teleporting, grabbing multiple frisbees at once. On the other team, Emma and Cannonball were running towards the green frisbees while Amara and Bobby fired beams of fire and ice from their hands at the yellow ones. Rahne picked up a frisbee with her mouth, running over to two more and morphing, picking them up with her hands before running back to the yellow base and dropping the frisbees, spitting discreetly on the ground before morphing to wolf form again and charging into the field.

Amara turned towards the yellow base and fired a beam of magma at them. Kitty grabbed the frisbees and phased, keeping them from being burnt.

"Danielle!" Kitty yelled.

Danielle closed her eyes. When she opened them a moment later, they were an extra-terrestrial grey. Cannonball picked up one frisbee and six more formed around him. All across the field, images of green frisbees popped up all over the ground.

"Good job," Kitty shouted. "Hold down the fort!"

Danielle nodded as Kitty charged into battle.

"Kurt! 'port me to Emma!"

The blue-furred mutant popped next to her, grabbed her, then teleported next to Emma. Kitty phased her hands through Emma's and grabbed all of the frisbees. Kurt teleported her back to the yellow base where Kitty jammed the frisbees into the concrete driveway.

Rahne ran up at that moment, dropping five more frisbees into the pile.

"I think where doin' mighteh fine!" she exclaimed breathlessly.

"You're doing great, Ronny!" Kitty exclaimed.

Kurt teleported next to Rahne. "We've got about thirty more out zer according to my calcoolations."

Rahne grinned and morphed back into her velvet-furred fox form and galloped back onto the field.

_Redacted Location_

_November 22, 10:01 EST_

"You have been quiet for the past five minutes!" X finally exclaimed.

"I'm thinkin'," Rogue replied.

"Just talk already!" X exclaimed.

Rogue sighed. "Whatever I tell ya, ya can't tell anyone at the Sentinel Project."

X raised an eyebrow, remaining silent, but gestured for Rogue to go on.

Rogue sighed, looking at her feet and the fall leaves beneath them before responding.

"There's a place called the Xavier Institute. It's a school for mutants. This place...they've got Omega-Level mutants as _teachers. _They've got other mutants that have _crazeh _abilities roaming the halls. The two most powerful mutants I've ever seen run the school: Professor X and Erik...Magneto."

"Surely they have safeguards in place to have that many mutants with that much power in one place." X said. "Mind control? Tracking devices?"

Rogue just stared at her for a moment. "This is a _school, _X." she replied. "Nothing controls the students. Xavier recruits them, teaches 'em how to use their pow'rs, then they either join the X-Men or go solo."

X shook her head, astonished. "What about this Erik guy?" she asked. "Who is he and why did you let him touch you like that?"

Rogue's eyes widened slightly in fear and she stiffened. She kept walking.

"Rogue," X warned.

"I discovered I was breakin' out 'bout three years ago. The first time I used my powers was on accident, when I was kissin' m' boyfriend Cody. He was a nice kid, football player, seemed really decent. When I kissed 'im for the first time though..." Rogue took a deep breath. "He was in a coma for three months."

"I was scared. My daddeh kicked meh out, despite what my momma wanted. She begged him, an' I mean _begged 'im_ tuh lemme stay, but he said "No! I ain't gonna have a freak daughta, get her outta my sight!"." Rogue smiled sadly. "My momma took meh to town, asked Ms. Adler tuh look aftuh me fir a li'l while. She agreed. I almost put her in a coma too, dough, so I ran away."

Rogue smiled sadly again. "There wa'n't nobody out lookin' fir me. I'd practically lived in duh woods my whole life, I knew how t' survive. Thats when the Professor found meh. He calmed me down and took me to the Xavier Institute. He and Erik taught meh to control m' powers."

"I am still confused." X said. "Why did you let Magneto touch you like that?"

Rogue frowned. "At the Institute, Erik and I...had a...we..."

X looked at her expectantly. "You what?"

Rogue sighed.

_Two Years Earlier_

_Rogue's eyes fluttered open. The warm sunlight that was coming through the open window fell across her bare skin, warming it. She smiled and closed her eyes again, turning to face it, letting the warm rays filter across her face and chest. It was like she was back home again._

_"Good Morning, Rogue," Erik greeted, looking down at her with a smile._

_Rogue returned the smile and laid her head on his chest. "Last night was spectacular." she whispered._

_"Indeed it was." Erik replied, wrapping his arms around her shoulders._

_Rogue smirked and leaned up pressing her lips gently to his. "We need tuh do this ag'in sometime." _

_"Mmhmm" Erik replied, kissing her again. The kisses were short, but strong._

_"Erik," Rogue asked as she kissed him yet again._

_"Yes?" Another kiss._

_"No one-else-can know-about-mmph!" Erik pulled Rogue into a stronger kiss, his tongue swiping against her lips._

_"About this?" he asked, running his tongue over her teeth. "Or this?"_

_Erik flipped on top of Rogue and she arched as she felt him thrust into her beneath the sheets. She moaned loudly and arched her back, pressing her breasts into his chest. Erik thrust again, then again. He slowly found a pattern, leaving Rogue in a dizzying state of breathing and gasping. She continued to moan and groan beneath him, wrapping her arms tightly around her lover and holding on for dear life as he thrust faster and harder._

_Sweat dripped off of Erik, falling onto Rogue and the bed. He breathed heavily. Rogue had kept her back arched and Erik slipped a supporting hand under it. She relaxed into it, their chests separating. Rogue's breasts swayed and moved beneath Erik in time with his thrusts. He looked at her face: eyes closed, biting down on her lip in an effort to keep quiet, her hair messy, a sign they had done this before. She leaned her head back and moaned._

_She gasped something out, something over and over again that Erik didn't understand and didn't care to. Rogue cried out beneath him as she reached a climax; Erik joined her only a minute later and the two collapsed onto the bed, breathing deeply. Neither could speak, only look at one another. Rogue sighed contentedly and rolled over, laying her head on Erik's chest again._

"Oh my God!" X exclaimed. "Rogue!" Then again. "Oh my God!"

Rogue looked at her.

"You had a sexual relationship with him?"

"He was nice, and he helped meh t' control m' powers."

"I have never engaged in sexual reproduction before-"

"Sex." Rogue interrupted. "Sex fir fun."

"With a seventy year-old man?"

"Sixty!" Rogue interrupted again. "An' I don't know what I was thinkin'."

"That does not surprise me."

There was silence. X could tell Rogue was ashamed of herself. X reached out to put a hand on her shoulder but pulled back sharply. The two walked in silence.

"Why did you leave the Institute?" X asked.

Rogue stiffened again. "I want'd t' see the world, live on m' own."

X had gotten very good at telling when Rogue was lying. When it was something big, Rogue would brush her white hair to both sides of her face at the same time, scratch her eye, and give a brief answer. Here she did all of this. X knew when to stop asking questions, though. This was one of those times.

_Sentinel Project Main HQ_

_November 22, 10:12 EST_

"Sir,"

"Yes, Ms. Oyama?" Trask asked.

"Sir, I just received information that S.H.I.E.L.D. has sent a task force to recover the mutant breakout we sent Rogue and X-23 after."

"So?" Trask asked tiredly. "The more the merrier."

"Wolverine is leading the task force."

Trask looked up, rather awake now. "Are you sure?"

"Yes, sir, Director Fury called personally to warn us. You remember our arrangement with S.H.I.E.L.D., sir? We are allowed to use X-23 as long as Wolverine does not become aware of her existence. They would most assuredly cross paths while on this mission."

Trask sighed, putting his head in his hands and running his fingers through his short, black hair.

"Can we send someone to replace X-23?" he asked.

"No, sir. This is in Canada. It would take an hour for a soldier to reach the area and by then it would be too late."

Trask sighed. "Call them back, Miss Oyama. Let's hope S.H.I.E.L.D. can get this mutant for us."

"Yes, sir." Oyama replied leaving the room.

The two girls had been walking in silence for several minutes now. Rogue seemed ashamed, depressed, reflective. X was sorry she had pushed Rogue into talking about her past. She could tell the red-head was hurt inside. X sighed and grabbed Rogue's arm with a sisterly love.

"I am sorry," she said.

Rogue looked at her in surprise. "Fir what?" she asked.

"For pushing you to talk about your past. It was rude and inconsiderate of me. Had you wanted me to know about you before the Sentinel Project, you would have told me. I am sorry." X replied.

Rogue looked at her in slight shock for a moment before smiling and pulling the brunette close to her.

"It's fine, X." she said. "You had a right t' know."

X's comm beeped and she broke away from Rogue, pulling out her communication device.

"X-23," she identified herself, brushing a strand of brown hair behind her ear.

"X-23 and Agent Rogue, report back to the Sentinel Project at once."

"We are on mission looking for a mutant criminal. This mission was assigned to us by Secretary of Defense Bolivar Trask. On who's orders are you ordering us back to Headquarters?"

"Secretary of Defense Bolivar Trask." the voice replied. "Do not report back, proceed at once to the Sentinel Project for debriefing."

A helicopter flew overhead. Rogue recognized the logo. She poked X and pointed to it.

"HQ, a S.H.I.E.L.D. Helicopter has just entered the airspace." X reported.

"We're aware of that, X-23. Report to base _immediately_."

"Affirmative." X replied. She shut off her comm device and turned to Rogue. "We should head back."

"Don't ya wanna know _why_ they're callin' us back?" she asked.

"Rogue, you are already in enough trouble with Secretary Trask. I suggest you forget the idea and come with me."

Rogue looked at her for a moment before sighing, nodding, and following X.

"What's taking Al-Havok so long?" Lorna asked. "Shouldn't he be back by now?"

"Lorna, do not worry." Erik replied.

"Yeah, Bazooka-Boy can take care o'imself!" Pyro exclaimed.

"But what if-"

"Lorna!"

The green-haired mutant looked at the ground quietly.

A snake slithered in the grass in front of the trio. It turned and looked at them. Then it stood up on its tail and rose itself higher and higher. The scales turned blue and fleshy. It grew arms, legs, and its head became more defined. It morphed into a naked woman with blue skin, yellow animal-like eyes, and red, pasty hair.

"Erik," she greeted.

"Raven," he replied. "It has been...nearly thirty years!"

"Thirty years?" she asked. "I have been imprisoned far longer than I originally thought."

"What's the last thing you remember?"

Before Mystique could answer, the bushes shook and Wolverine emerged. Upon spotting the mutants, he growled and extended his claws.

"Magneto." he growled.

Erik smirked. "Wolverine."

"What the hell are you doin' here?"

"Rescuing an old friend. What about you?"

"Bringing in an assassin."

Erik smirked. "Logan, as powerful as you are, you're outnumbered four to one, and I can control your adamantium skeleton. You lose."

Wolverine smirked and snapped his fingers. S.H.I.E.L.D. Soldiers crawled out of the bushes around the mutants, trapping them.

"You so much as make me wink and they'll blow your brains out."

_Xavier Institute_

_November 22, 09:57 EST_

Bobby practically growled in frustration.

"Guys! We're getting our asses handed to us out here!" He exclaimed.

"Why don't you stop yelling at _our_ team and start shooting at _their_ frisbees?" Amara and Cannonball demanded at the same time.

Bobby frowned and shot a beam of ice at Rahne, knocking the frisbees out of her mouth and causing her to stumble and fall snout-first into the grass. She growled and stood up, baring her fangs before running straight at Bobby, leaping, and tearing a frisbee right out of the air, running back to her base.

"Thanks a lot, Bobby!" Amara exclaimed, throwing fireballs at Kitty who merely dodged them or phased through them.

"You're not doing too hot yourself!" Bobby exclaimed.

"Are you trying to be funny?" Amara demanded. "Because I will burn you alive!"

At this, maybe to emphasize her point, but more likely due to her anger, Amara burst into flames, her body becoming engulfed in the hot fire.

"Guys!" Scott called. "Yellow has ten frisbees left!"

"I can't even tell which ones are real!" Cannonball exclaimed. He looked over at Emma. "Mind giving me a hand?"

"Don't look at me!" she exclaimed. "I can't help you any!"

Rahne galloped up, leapt onto her chest and tackled her to the ground. The wolf snatched the frisbees out of Emma's hands and ripped them apart with her teeth. Emma frowned and ran off to find more frisbees.

"This is close!" Scott exclaimed. "Each team only needs three more!"

Rahne galloped around the field, grabbing one frisbee in a bush, another at the base of a tree. She turned to see the third frisbee lying in the field, hidden by tall grass. Bobby had seen it too, though, and was running toward it. Rahne heard Kitty, Danielle, and Kurt cheering her on. She galloped as quickly as she could towards the frisbee. She was almost there, but Bobby was almost there too, and he might get the frisbee first.

Taking a deep breath, Rahne jumped, morphing into her werewolf form and diving on the frisbee. Bobby, who was already going too fast, too close, landed on her, raising a yelp of pain from the Scot and sliding a few feet in the grass.

Rahne stood up and growled at him...but it wasn't Rahne. It was something else. The were-wolf was taller than Rahne, about six and a half feet tall. It was a velvety-red, just like Rahne's true wolf form. It looked very humanoid, but with a wolf's face, ears, eyes, snout, and legs. It did have a tail, long and fluffy like Rahne's tail. This beast though...it was much more violent, it's yellow-black eyes glinting with an in-human glee.

"Guys?" Bobby asked. "Guys this isn't funny!"

"Rahne! Calm down!" Xavier shouted. "It was an accident!"

"Professor," Jean whispered. "She's very unstable in this form."

Rahne swatted her paw at Bobby who held up an ice shield in defense. He screamed and continued backing up.

"Jean, try and get through to her!" Charles ordered.

Jean nodded and closed her eyes, trying to find Rahne's mind.

"I can't Professor!" she exclaimed. "It's like her mind isn't human! I can't communicate with animals!"

"I can!" Danielle said, running up. "Give me a sec, Jean, I'll try and calm her down."

Rahne had decimated Bobby's ice shield and had her paw up to deliver the final blow when she paused, sniffing the air. She turned to the teachers and growled.

"Danielle!" Scott warned.

"Shut up." she whispered through clenched teeth.

Rahne started towards the teachers.

"Danielle! We want her calm!" Scott exclaimed again.

"Shut up, Summers!" Danielle growled. Her eyes were glowing a light blue and she was sweating. Blood started trickling out of her nose.

Rahne had made it halfway across the field when she stopped. She looked at Danielle before morphing into her human form. She looked at Bobby and the rest of the students.

"I'm sorey!" She exclaimed. "I'm so sorey!" With that, she ran towards the house in human form.

"Rahne! Rahne wait!" Charles exclaimed, wheeling after her.

Awkward silence was left behind.

"Uhh...pick up the mess." Scott suggested.

_Redacted Location_

_November 22, 10:19 EST_

The tension in the forest was so thick, one could cut it with a knife. Lorna, Pyro, Magneto, and Mystique all stood back-to-back, surrounded by S.H.I.E.L.D. soldiers, at least two dozen, who had assault rifles pointed at their chests. Logan stood off to the side, smirking.

"Pyro and Lorna, take the soldiers. Mystique, my love, take Wolverine. I'll grab our ride." Magneto whispered.

"Ten seconds to surrender, Magneto." Wolverine said.

Pyro raised his hands and walked out of the circle.

"Cuff 'im!" a soldier ordered. Two more started forward.

"Wait!" Logan exclaimed.

Pyro grinned and lit his hands on fire, spraying it at the soldiers who yelled and screamed.

"Open Fire!"

Bullets flew at the mutants. Lorna raised her hands and the bullets stopped two feet from the mutants. She closed her eyes, her green hair lifting itself in a non-existent wind. Mystique smirked and ran from the protective bubble at Wolverine while Pyro threw flames at the soldiers, laughing in glee.

Lorna was wearing green, tight leather pants with silver knee-high boots and belt. She was wearing a silver sports bra and a very loose see-through green shirt over it. The sleeves were slit along the inside of her forearm, flapping around in the wind she was producing. Silver bracelets decorated her elbows and a collar of the same metal hung from her neck. Her green hair was kept back by a silver headband that framed her forehead and cheeks. Her green hair was long and in messy curls, but lifted around her round face. Her lips and eyeshadow were the same green as her uniform. She was beautiful indeed, beautiful and dangerous.

Mystique charged at Wolverine, leaping into the air and wrapping her legs around his face, twirling, and snapping his neck. Logan stumbled and fell to the ground.

"Thank you," Mystique said sexily, squatting next to his body. "It's been so long since I killed someone. Too bad you weren't a real challenge..."

Logan grabbed her throat and extended his claws.

"Here's a challenge for ya, lady!" he growled, realigning his vertebrae and standing up. She smiled and kicked out of his grip, flipping backwards and landing on her feet in a fighting stance.

The two stood, eyeing each other for a minute before Mystique charged Logan, running up, jumping, knocking his head back, and turning mid-air to bounce off of a tree and slam into him from behind, tackling him to the ground. He growled and rolled over, slamming his fist into her stomach, throwing her off of him.

Logan jumped up and would've run at Mystique had his body not started shaking. Mystique smirked. Logan looked at the circle where the other mutants were.

The weapons in the soldiers hands had begun to shake. Lorna's eyes turned a supernatural green. She yelled and everything metal, including Wolverine, was pulled toward the middle of the group before being thrown violently outwards. At that time, the S.H.I.E.L.D. Helicopter flew itself into the clearing and landed.

"Our ride is here." Magneto said with a smile.

"Wait, what about Alex?" Lorna asked.

"If he has defeated Rogue and her partner, then he will make his way back to us. If not, we won't abandon him for long..."

_Sentinel Project Main HQ_

_November 22, 10:57 EST_

Trask's office was it's normal gray self. Only its occupant looked different. Trask was tired and stressed. Rogue could see the make-up under his eyes (which she thought spoke _great measures_ about his masculinity), the tensity in his shoulders, the look in his eyes, and his posture. While he tried to sit up straight, back rigid, very militaristic, he couldn't quite make it. Rogue took a small piece of satisfaction from this. She hated the man.

Rogue and X-23 hadn't had time to change from their uniforms, but they had managed to become slightly more comfortable on the trip to Trask's office. X had completely unzipped her jacket and tugged her tank-top out of her pants where it had been tucked in. Rogue had taken off her breastplate and tossed it in her room, unzipping her form-fitting uniform _just enough._

"Captured a mutant, just not the one we wanted." Trask noted, reading the file X had written on the flight back.

"You pulled us out 'fore we could even lay eyes on 'er." Rogue pointed out.

Trask frowned at her. "I'd watch my step if I were you, Agent Rogue."

Rogue scowled and opened her mouth to spit out something, but X swooped in and prevented her from doing something stupid.

"What about the terrorist mutant, sir?" X asked.

"Terrorist?" Rogue asked. "Since when was everyone labeled "terrorist"?"

"Since 9/11." Trask replied. "If you act against America's interests, you're a terrorist, whether you're instilling terror or not. Now, Agent Rogue, if you don't mind, we have actual work to do other than answer questions for five year olds."

Rogue was getting _pissed off_.

"Sir?" X prompted.

"Alex Summers," Trask replied, reading off of the file. "Will be detained and interrogated about the other mutants he was with." Trask closed the file. "What I am more interested in is how he and these other mutants never appeared on our radar. Where do they hide that we can't see them? Who are they?"

The two girls remained silent.

"What do you think, X-23?" Trask asked.

"Sir?" X asked, taken off guard.

"Where do you think these mutants are hiding? Who are they?"

X glanced at Rogue who was trying to communicate subtly "No! Don't tell them!"

X took a slightly deeper breath than required before talking, choosing her words carefully. "Perhaps they are a group of mutants who take in other mutants and train them. Perhaps with fighting skills, perhaps to hone and improve their abilities."

"Well if mutants are collecting in one spot, how come we've never heard of them? Where would they stay?"

Rogue was staring a hole into X's brain, as if she could implant the idea of not telling Trask.

"Perhaps...they existed before the Sentinel Project, say...the 1970s or 80s? This would give them time to grow ranks, work on anonymity, and keep themselves hidden. They would need quite a budget to keep such a facility running and some powerful mutants to eliminate any threats to their facility. Crowd control would be extremely hard and tasking, though." she replied. Rogue could've strangled her.

"Where would they keep a facility like that?" Trask asked with the touch of a clever smile on his face that worried Rogue. She could've sworn that he glanced at her quickly as he asked the question.

X thought. She didn't turn to look at Rogue. She kept her eyes, face, and body facing straight forward. Her posture remained militaristic and straight. With a straight and even voice she suggested the North Pole, maybe upper Russia; somewhere overseas would be preferable, where the United States could not act against them.

Rogue could've passed out she was so relieved. She realized her posture had become tense and she had started sweating.

"Very good, X-23." Trask said. "We do believe there is a mutant base in the Arctic Circle, but since Russia has laid claim to that hunk of ice, we can't act. Dismissed."

The two girls started to file out. Trask called Rogue back in.

"There's a file waiting on your desk for you." he said. "Make sure the job gets done or more than your job is in danger. We took you in, we protected you, and we can certainly throw you back out if we don't feel we're getting our payment."

Rogue nodded short and stiff before joining X in the hall.

"Thanks for not tellin' 'em 'bout the Institute." Rogue said.

"You are welcome." X replied. "I do not understand why you do not trust Secretary Trask, however."

"Do you even know what trust is?" Rogue asked, opening the door to the girls' shared room.

"It is relying on someone not to betray you, relying on someone to complete the mission at all costs, someone-"

"No." Rogue said. "Trust is a very special thang. It's somethin' you only give out t' a few people, a few you can _really_ trust."

"Then how are you supposed to complete missions?" X asked.

"Those're the type uh people ya rely on." Rogue replied. "Trustin' someone means that you have absolute faith in them. If you trust someone, then you put more than yo'r life in their hands; you put yo'r beliefs, yo'r love, yo'r family, yo'r soul, and everythang you'll ever care about in their hands. Trust is a very hard thang t' earn and it ain't something people hand out easily." Rogue paused and added quietly. "Shouldn't..."

"You do not trust these people?" she asked.

"Uh course not!"

"Why not?"

"Somethin' you learn very quick in the real world, X, the government, the police, anybody who _works_ for the government, you can't trust 'em."

"Why not?"

"Do ya know how I came t' work here?"

"No, I assumed it was because you wanted to help serve the government and defend the defenseless. Just as a police officer would."

Rogue laughed. She literally laughed.

"I'm sorreh." She said. "It's just-X, eighty percent of the cops who sign up are in it t' be corrupt; t' shake down drug dealers, blackmail old women, an' make moneh. Fifteen percent because something awful happened to 'em or their family. Only five percent join to help people, and they're corrupted by the corrupt. That's how the system works. No one from the government can be trusted." Rogue looked at the package on her desk and picked it up. "Case in point: I was blackmailed into working for the Project. I didn't sign up. I was starving, and in desperation I stole some bread. The Project blackmailed meh into working for 'em."

"They threatened to turn you in for petty theft?" X asked, confused.

"No, they turned me in fir that, got my DNA, fingerprints, everythang they needed, and committed a few murders in m' name; they left m' DNA and fingerprints behind. If I don't do as they say, they'll turn me in as a serial murderer and give me a background of mental instabiliteh so that anythang I say will be ignored."

X looked at her in horror. "I can not believe they would do something like that simply to get you to work for them."

"I was too young t' have done anythang stupid yet." Rogue said. Her eyes widened when she looked inside the package.

"What is it?" X asked.

"Abduction." Rogue said. "Somethin' here 'bout arms dealin'. I think they make these thangs confusin' on purpose."

"Do you trust me?" X asked suddenly.

"Yeah, t' a degree." Rogue replied absentmindedly, reading the document. She could tell by the silence she'd said something stupid. She looked up over the manilla pages at X who seemed rather upset. Rogue tried to remember what she had said.

"Why do you not trust me fully?" X asked.

"I trust ya, X. It's the brainwashin' they do t' ya. I trust you fully, it's just you have the tendency t' think yo're always right and that if you tell Trask somethin' it'll help the greater good." Rogue sat on her bed and moved the file to her side. "Here's the thang, honey, the "greater good" is code for "you as an individual don't matter, it's about _everyone _and what the government wants._"_ Rogue made a disgusted face at "everyone".

X had no emotion on her face. She wasn't sure how to process what Rogue had said.

"Well I'm hittin' the showers. I'll be back in a _long_ while." Rogue broke the silence.

X sat at her desk contemplating.

_S.H.I.E.L.D. Helicarrier_

_November 22, 11:23 EST_

Logan walked onto the bridge of the Helicarrier and up to Fury who was talking to a tech officer. Fury waved the officer away when he saw Logan walk up.

"How'd it go?" he asked, pulling the cigarette out of his mouth and letting out a long puff of smoke.

"Like crap." Logan replied. "Magneto and his goons got away with Mystique. _And _they took the helicopter."

"But he didn't keep it is my guess." Fury replied.

"You're forgetting he knew me before going all evil-mutant on the world. He's smart enough to drop it."

"Well, I'll send a team anyway to pick it up and go over it." Fury said. "And Logan? I'm sorry for not telling you about Weapon X, but some things are best kept secret."

"And some things-" Logan added, getting uncomfortably close to Fury. "Need to be shared before it destroys us all."

Fury nodded, unphased by Logan.

Logan nodded in return and left the bridge.

Fury ordered a tablet and pulled up a communication line with Bolivar Trask.

_"Did they make contact?"_

Silence.

_"No."_

Fury wiped the tablet and smashed its processor in his fist.

_Xavier Institute_

_November 22, 10:06 EST_

Charles knocked gently on the door to Rahne's room. Her door was an old, worn maple that, strangely enough, smelled like pine trees and the forest. It fit her quite well, one of the reasons she had chosen the room.

Soft crying came from inside.

"Rahne, it's Professor Xavier, can I come in?"

Rahne mumbled something and Charles wheeled in, closing the door behind him.

Rahne was on her bed in wolf form, curled into a ball. The room was simple with simple furniture. Rahne's bed was made of a reddish wood and covered with velvety green sheets, the same color she seemed to favor for her clothes. She had a simple rug on the right side of her bed, green and white in rectangular circles, and a simple wooden chest at the end of her bed. She had a cabinet across the room made of the same wood as everything else where she kept her clothes. Other than a desk and armchair, the room was bare and empty. Far too empty for Rahne.

She lifted her head off of her paws as Charles approached and sat up, morphing into human form, her legs hanging off the edge of her bed. Charles wheeled over to her and brushed a tear falling from her eye.

"Is Bobby okay?" she asked.

"Yes, he's fine. He has a fear of dogs. It's nothing to be concerned about." Charles said with a smile.

"But I attack'd 'im!" Rahne exclaimed, her shaky voice ringing around the empty room. "I lost contro' o'er my abilities, an', an' I coulda hurt 'im!"

"Rahne, what happened to you today is normal." Charles said. "Everyone loses control of their abilities at first."

Rahne looked at him, still sniffling.

"Before Jean came to the Institute, she would levitate every car on her street just by being in the area. Scott blew the roof off of a building accidentally. Magma had issues controlling herself when she switched to her molten form only a month ago, now look how in control she is. It just takes time."

Rahne looked at her hands, folded neatly in her lap.

"Is this mutation changin' me professor?" she asked.

"What do you mean, Rahne?"

"Before all of this here happ'n'd t' me, I would ne'er have lashed out like I did today. I probably wouldn'tuh done anything! Am I losing my goodness by turning into this monster?" At this, Rahne looked at her shaking hands.

"Rahne, I want you to listen to me very carefully." Charles said, grabbing her hands with his. "You are not a monster. You are a person. God gave you these abilities for a specific reason. You are striving to be Christ-like, but like all things, it is difficult. You will be tempted, just as He was. You will face challenges and obstacles you do not want to face, but you must power through them and keep fighting. For yourself, for your friends, for your father, and for Him, you must keep fighting."

Rahne smiled.

.

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**X-Men: Standing Guard Returns in Two Weeks with a special two-part episode!**

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**Please leave a review to let me know you read the story/enjoyed it! Check out my profile and subscribe to my Twitter for updates! Thanks!**

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**Rahne is pronounced "rain" in case you missed S1E04 "Thriller"


	8. S1E06 Bishop P1 SNEAK PEEK

**Check out a SNEAK PREVIEW of X-Men: Standing Guard Episode Six: "Bishop"! Part One airs next Wednesday (March 12). Leaving a review is the best and only way for me to know if my hard work is being appreciated. If you read, please leave a review. If you like the series and want to know more, check out my profile and subscribe to my Twitter for round-the-clock updates! **

"Commander, we are receiving a transmission from the Americans." One pirate called from an entirely too sophisticated computer system.

"Put him on screen," the Captain ordered.

The room was small, probably ten square feet. Dark red carpet covered the floor and the walls were painted a cream color. One wall was a door and seating. The wall opposite of this was a large multitude of screens. A third wall, to the left of the screens, was hosted by a desk, three chairs, and an insane amount of technology for land pirates. Screens monitored by three men had security cameras on the outside of the building where a group of young boys were playing soccer, radar surveying the airspace, communication grids, and countless other computer programs. One man tapped a pop-up window, hit the "accept" button, and slid it off of his screen and onto the large one with a single flick of his finger.

A man's image popped up on the screen. He was young and fit, very militaristic. His blonde hair was shaved down to a strict, professional buzz cut. His eyes were blue, but like shards of splintered ice, they were cold, unforgiving, and piercing, like he was staring into your soul and determining how to take you down. He wore a military suit over his slim, fit body.

"Director Stryker," the captain greeted. "Good to hear from you."

"I was ordered to give you a heads up: S.H.I.E.L.D. is sending a team to find you. You should hurry up with the execution. Your new identity and ship are waiting at a port approximately thirty kilometers from your location." Stryker said.

"I gave them twelve hours, so I have to wait twelve hours." the captain said. "Don't worry, Director, they'll never find us."

"You had better hope so, captain." Stryker said, his face contorting to anger.

"I have a question before you go, Director." the captain said, placing one hand behind his back and leaning his head on the other. "If you are in charge of the Sentinel Project, who orders you?"

"The Secretary of Defense." Stryker replied. "Good day, captain."

The captain smiled rather sinister-like as Stryker's image disappeared from the screen.

**I hope you enjoyed this sneak peek at next week's episode. Once again, please leave a review if you read it. For more information on the series check my profile and follow me on Twitter (link on profile). If you have any questions about the series or want to see a specific character or event in the series, message me and I'll get back to you ASAP!**


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